- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * ZILLMER JOHN J	2. Issuer Name and Ticker or Trading Symbol ALLIED WASTE INDUSTRIES INC [ AW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chairman & CEO
(Last)          (First)          (Middle) 18500 NORTH ALLIED WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 12/5/2008
(Street) PHOENIX, AZ 85054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/5/2008		M		96000	A (1)	$0.00	358928   (2)	D
Common Stock, $.01 par value	12/5/2008		M		26813	A (1)	$0.00	385741	D
Common Stock, $.01 par value	12/5/2008		M		53626	A (1)	$0.00	439367	D
Common Stock, $.01 par value	12/5/2008		D (3)		439367	D	(3)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	$7.68	12/5/2008		D  (4)			1000000	12/5/2008   (5)	5/27/2015	Common Stock	1000000	(4)	0	D
Employee stock option (right to buy)	$8.90	12/5/2008		D  (6)			495000	12/5/2008   (7)	1/3/2016	Common Stock	495000	(6)	0	D
Employee stock option (right to buy)	$12.91	12/5/2008		D  (8)			425000	12/5/2008   (9)	12/5/2016	Common Stock	425000	(8)	0	D
Employee stock option (right to buy)	$10.88	12/5/2008		D  (10)			350000	12/5/2008   (11)	12/17/2017	Common Stock	350000	(10)	0	D
Restricted Stock Units	(12)	12/5/2008		M			96000	12/5/2008   (13)	12/5/2008	Common Stock	96000	$0.00	0	D
Restricted Stock Units	(12)	12/5/2008		M			26813	12/5/2008   (14)	12/5/2008	Common Stock	26813	$0.00	0	D
Restricted Stock Units	(12)	12/5/2008		M			53626	12/5/2008   (15)	12/5/2008	Common Stock	53626	$0.00	0	D

Explanation of Responses:
( 1)	Shares issued upon the vesting of restricted stock units.
( 2)	Includes 31,678 shares of restricted stock, the vesting of which was accelerated pursuant to merger agreement with Republic.
( 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 450,000 shares of Republic Services, Inc. common stock at an exercise price of $17.07 per share.
( 5)	The vesting schedule was accelerated for 316,657 options pursuant to merger agreement with Republic Services, Inc.
( 6)	Converted into an option to purchase 222,750 shares of Republic Services, Inc. common stock at an exercise price of $19.78 per share.
( 7)	The vesting schedule was accelerated for 297,000 options pursuant to merger agreement with Republic Services, Inc.
( 8)	Converted into an option to purchase 191,250 shares of Republic Services, Inc. common stock at an exercise price of $28.69 per share.
( 9)	The vesting schedule was accelerated for 212,500 options pursuant to merger agreement with Republic Services, Inc.
( 10)	Converted into an option to purchase 157,500 shares of Republic Services, Inc. common stock at an exercise price of $24.18 per share.
( 11)	The vesting schedule was accelerated for 350,000 options pursuant to merger agreement with Republic Services, Inc.
( 12)	1-for-1 conversion (i.e., one (1) restricted stock unit was converted into one (1) share of Issuer common stock).
( 13)	The vesting schedule for 96,000 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.
( 14)	The vesting schedule for 26,813 restricted stock units was accelerated pursuant to the merger agreement with Republic Services, Inc.
( 15)	The issuance date for 53,626 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZILLMER JOHN J 18500 NORTH ALLIED WAY PHOENIX, AZ 85054	X		Chairman & CEO

Signatures
/s/ Jo Lynn White, Attorney-in-Fact		12/9/2008
** 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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