PROSPECTUS SUMMARY



THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING THE
NOTES THERETO) APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE
INDICATED, ALL FINANCIAL INFORMATION, SHARE AND PER SHARE DATA IN THIS
PROSPECTUS: (I) GIVE EFFECT TO AN EXCHANGE OF THE COMPANY'S COMMON STOCK, PAR
VALUE $.01 PER SHARE ("COMMON STOCK"), IN CONNECTION WITH THE FORMATION OF A
HOLDING COMPANY, EFFECTIVE AS OF JANUARY 1, 1996; (II) GIVE EFFECT TO A 13.5 FOR
1 STOCK SPLIT CONSUMMATED ON MAY 31, 1996; (III) EXCLUDE 1,333,578 SHARES OF
COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF OUTSTANDING WARRANTS AND
STOCK OPTIONS; AND (IV) ASSUME NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT
OPTION. AS USED IN THIS PROSPECTUS, THE TERMS "COMPANY" AND "AMERICAN DISPOSAL
SERVICES" REFER COLLECTIVELY TO AMERICAN DISPOSAL SERVICES, INC. AND ITS
SUBSIDIARIES, UNLESS THE CONTEXT OTHERWISE REQUIRES.








THE COMPANY




American Disposal Services is a regional, integrated, non-hazardous solid
waste services company that provides solid waste collection, transfer and
disposal services primarily in the Midwest and in the Northeast. The Company
owns six solid waste landfills and owns, operates or has exclusive contracts to
receive waste from 13 transfer stations. The Company's landfills and transfer
stations are supported by its collection operations, which currently serve over
155,000 residential, commercial and industrial customers. The Company has
adopted an acquisition-based growth strategy and intends to continue its
expansion, generally in its existing and proximate markets. Since January 1993,
the Company has acquired 39 solid waste businesses, including five solid waste
landfills and 34 solid waste collection companies. As part of its acquisition
strategy, the Company has recently acquired the Evansville, Indiana operations
of Waste Management of Indiana, LLC (the "Indiana Acquisition") and has entered
into a definitive agreement to acquire substantially all of the assets of
Liberty Disposal, Inc. in Rhode Island ("Liberty Disposal").


The Company began its operations in the Midwest and currently has operations
in Arkansas, Connecticut, Illinois, Indiana, Kansas, Massachusetts, Missouri,
Ohio, Oklahoma, Pennsylvania and Rhode Island. The Company's principal growth
strategy is to identify and acquire solid waste landfills located in markets
that are within approximately 125 miles of significant metropolitan centers and
to secure dedicated waste streams for such landfills by acquisition or
development of transfer stations and acquisition of collection companies. The
Company expects the current consolidation trends in the solid waste industry to
continue as many independent landfill and collection operators lack the capital
resources, management skills and technical expertise necessary to operate in
compliance with increasingly stringent environmental and other governmental
regulations. Further, several of the national waste management companies have
announced their intention to focus on their core markets and have recently begun
to divest certain of their non-core solid waste assets, which should present the
Company with additional acquisition opportunities, such as the Indiana
Acquisition. Due in part to these trends, the Company believes that significant
opportunities exist to expand and further integrate its operations in each of
its existing markets.


As part of the Indiana Acquisition, the Company acquired a landfill, two
collection companies, an exclusive transfer station contract and a permit to
develop a new transfer station, all located in the southwestern Indiana region.
The Indiana Acquisition provided the Company with the opportunity to enter the
southwestern Indiana region and to secure a significant market share position in
that region through the acquisition of a single, fully integrated solid waste
management operation.


The Liberty Disposal acquisition (the "Pending Acquisition") involves the
purchase by the Company of substantially all of the assets of Liberty Disposal.
The Company believes that Liberty Disposal, which operates 25 routes and offers
commercial, residential and industrial waste collection and recycling services,
is, on a revenue basis, the largest privately owned waste collection company in
Rhode Island. In addition, the Company believes that the Pending Acquisition
will substantially increase the Company's revenue base



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in the Rhode Island region, will result in the Company owning and operating one
of the three largest collection companies in Rhode Island and will position the
Company to expand further its market share in the region and the contiguous
markets.


The Company's operating program generally involves a four-step process: (i)
acquiring solid waste landfills in its target markets; (ii) securing captive
waste streams for its landfills through the acquisition or development of
transfer stations serving those markets, through acquisitions of collection
companies and by entering into long-term contracts directly with customers or
collection companies; (iii) making "tuck-in" acquisitions of collection
companies to further penetrate its target markets; and (iv) integrating these
businesses into the Company's operations to achieve operating efficiencies and
economies of scale. As part of its acquisition program, the Company has, and in
the future may, as specific opportunities arise, evaluate and pursue
acquisitions in the solid waste collection and disposal industry that do not
strictly conform to the Company's four-step operating program.


The implementation of the Company's operating program is substantially
complete in its Missouri and Ohio regions. In the Missouri region (which also
includes Arkansas, Kansas and Oklahoma), the Company has acquired one landfill
and 15 collection companies and has acquired, developed or secured exclusive
contracts with six transfer stations. In the Ohio region, the Company has
completed the acquisition of one landfill and 11 collection companies and has
acquired, developed or secured exclusive contracts with four transfer stations.
The Company is in the second phase of its operating program in its Illinois,
western Pennsylvania and Rhode Island regions, as well as in the southwestern
Indiana region, where the Company began its operations in 1997.


The Company's operating strategy emphasizes the integration of its solid
waste collection and disposal operations and the internalization of waste
collected. One of the Company's goals is for its captive waste streams (which
include the Company's collection operations and third-party haulers operating
under long-term collection contracts) to provide in excess of 50% of the volume
of solid waste disposed of at each of its landfills. During the year ended
December 31, 1996, the Company's captive waste constituted an average of
approximately 61% of the solid waste disposed of at its landfills. The Company
plans to continue to pursue its acquisition-based growth strategy to increase
the internalization of waste collected and expand its presence in its existing
and proximate markets.




THE OFFERING




Common Stock offered.........................  4,000,000 shares
Common Stock outstanding after the
Offering...................................  12,872,501 shares(1)
Use of proceeds..............................  To repay indebtedness, to fund the Pending Acquisition and related
costs, for possible future acquisitions and for working capital
and general corporate purposes. See "Use of Proceeds."
Nasdaq National Market symbol................  ADSI






(1) Does not include 1,333,578 shares of Common Stock issuable upon the exercise
of warrants and stock options outstanding as of April 30, 1997.



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