SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HATHAWAY PETER S (Last) (First) (Middle) 18500 NORTH ALLIED WAY (Street) PHOENIX AZ 85054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIED WASTE INDUSTRIES INC [ AW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) X Other (specify below) Executive Vice President Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/05/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	12/05/2008		M		72,855	A(1)	$0.00	249,563	D
Common Stock, $.01 par value	12/05/2008		M		24,285	A(1)	$0.00	273,848	D
Common Stock, $.01 par value	12/05/2008		M		12,000	A(1)	$0.00	285,848	D
Common Stock, $.01 par value	12/05/2008		M		5,400	A(1)	$0.00	291,248	D
Common Stock, $.01 par value	12/05/2008		M		13,333	A(1)	$0.00	304,581	D
Common Stock, $.01 par value	12/05/2008		M		6,667	A(1)	$0.00	311,248	D
Common Stock, $.01 par value	12/05/2008		F(2)		59,674(2)	D	$10.1	251,574	D
Common Stock, $.01 par value	12/05/2008		D(3)		251,574	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$21.0625	12/05/2008		D(4)			125,000	12/29/2002	12/29/2008	Common Stock	125,000	(4)	0	D
Employee stock option (right to buy)	$13.3125	12/05/2008		D(5)			150,000	07/30/2003	04/06/2009	Common Stock	150,000	(5)	0	D
Employee stock option (right to buy)	$10.32	12/05/2008		D(6)			60,000	12/11/2005	12/11/2012	Common Stock	60,000	(6)	0	D
Employee stock option (right to buy)	$9.03	12/05/2008		D(7)			100,000	05/22/2006	05/22/2013	Common Stock	100,000	(7)	0	D
Employee stock option (right to buy)	$8.74	12/05/2008		D(8)			63,000	12/05/2008(9)	12/30/2015	Common Stock	63,000	(8)	0	D
Employee stock option (right to buy)	$12.91	12/05/2008		D(10)			83,300	12/05/2008(11)	12/05/2016	Common Stock	83,300	(10)	0	D
Employee stock option (right to buy)	$11.48	12/05/2008		D(12)			100,000	12/05/2008(13)	12/11/2017	Common Stock	100,000	(12)	0	D
Restricted Stock Units	(14)	12/05/2008		M			72,855	12/05/2008(15)	12/05/2008	Common Stock	72,855	$0.00	0	D
Restricted Stock Units	(14)	12/05/2008		M			24,285	12/05/2008(16)	12/05/2008	Common Stock	24,285	$0.00	0	D
Restricted Stock Units	(14)	12/05/2008		M			12,000	12/05/2008(17)	12/05/2008	Common Stock	12,000	$0.00	0	D
Restricted Stock Units	(14)	12/05/2008		M			5,400	12/05/2008(18)	12/05/2008	Common Stock	5,400	$0.00	0	D
Restricted Stock Units	(14)	12/05/2008		M			13,333	12/05/2008(19)	12/05/2008	Common Stock	13,333	$0.00	0	D
Restricted Stock Units	(14)	12/05/2008		M			6,667	12/05/2008(20)	12/05/2008	Common Stock	6,667	$0.00	0	D

Explanation of Responses:

1. Shares issued upon the vesting of restricted stock units.

2. Common stock delivered as payment for tax liability incurred upon the vesting of restricted stock units.

3. Disposed of pursuant to merger agreement with Republic Services, Inc. at an exchange ratio of .45 shares of Republic Services, Inc. common stock, having a fair market value of $22.60 per share at the effective time of the merger, for each share of Allied Waste Industries, Inc. common stock.

4. Converted into an option to purchase 56,250 shares of Republic Services, Inc. common stock at an exercise price of $46.81 per share.

5. Converted into an option to purchase 67,500 shares of Republic Services, Inc. common stock at an exercise price of $29.58 per share.

6. Converted into an option to purchase 27,000 shares of Republic Services, Inc. common stock at an exercise price of $22.93 per share.

7. Converted into an option to purchase 45,000 shares of Republic Services, Inc. common stock at an exercise price of $20.07 per share.

8. Converted into an option to purchase 28,350 shares of Republic Services, Inc. common stock at an exercise price of $19.42 per share.

9. The vesting schedule was accelerated for 37,800 options pursuant to merger agreement with Republic Services, Inc.

10. Converted into an option to purchase 37,485 shares of Republic Services, Inc. common stock at an exercise price of $28.69 per share.

11. The vesting schedule was accelerated for 41,650 options pursuant to merger agreement with Republic Services, Inc.

12. Converted into an option to purchase 45,000 shares of Republic Services, Inc. common stock at an exercise price of $25.51 per share.

13. The vesting schedule was accelerated for 100,000 options pursuant to merger agreement with Republic Services, Inc.

14. 1-for-1 conversion (i.e., one (1) restricted stock unit was converted into one (1) share of Issuer common stock).

15. The vesting schedule for 72,855 restricted stock units was accelerated pursuant to the merger agreement with Republic Services, Inc.

16. The vesting schedule for 24,285 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

17. The vesting schedule for 12,000 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

18. The vesting schedule for 5,400 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

19. The issuance date for 13,333 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

20. The vesting schedule for 6,667 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

Remarks:

	/s/ Jo Lynn White, Attorney-in-Fact	12/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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