SecProbe.io

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Mail Stop 7010

October 26, 2005

Via U.S. mail and facsimile

John J. Zillmer, Chief Executive Officer
Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop, Suite 100
Scottsdale, AZ  85260

	RE:	Form 10-K for the fiscal year ended December 31, 2004
Forms 10-Q for the fiscal quarters ended March 31, 2005 and June
30,
2005
		File No. 1-14705

Dear Mr. Zillmer:

		We have reviewed these filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions should be included in your future filings beginning with
your Form 10-Q for the quarter ended September 30, 2005, if
practical.

Item 3. Legal Proceedings, page 12
2. Your disclosure states that in 2001 your expansion permit
related
to the vertical elevation expansion permit at one of your
landfills
in Texas was granted.  Your disclosure further states that in
November 2003 a judgment issued by a state trial court in Texas
effectively revoked the expansion permit that was granted by TCEQ
in
2001, which you subsequently appealed.  Please update your
disclosure
to discuss the status of this case and when you expect to receive
a
response related to your appeal.  Please also clarify your
disclosure
here and in your notes to your financial statements to include
whether or not you have attempted to obtain bonding enabling you
to
operate the landfill as usual during the appeal.  In addition,
please
tell us how you determined the landfill referred to above was not
been impaired.  Please expand your disclosure to discuss the
geographic location and size of this landfill site.

Statements of Cash Flows, page 73
3. You have presented cash provided by discontinued operations in
your statements of cash flows.  It is not clear whether the amount
represents exclusively cash flow from discontinued operating
activities or also includes financing and investing cash flows
from
discontinued operations.  If this line item does include activity
related to operating, investing, and financing, if material,
please
amend your filing to present this information separately below
this
caption.  Alternatively, cash flows from operating, investing, and
financing from discontinued operations may be presented separately
below each caption which presents cash flows in each of these
categories from continuing operations.  Please provide us similar
information related to your BFI statement of cash flows.  Refer to
footnote 10 of SFAS 95.

Notes to Financial Statements

1. Organization and Summary of Significant Accounting Policies,
page
74
4. You disclosed on page 35 of your Form 10-Q for the fiscal
quarter
ended June 30, 2005 that your cost of goods sold include rebates
paid
to suppliers associated with recycling commodities.  Please tell
us
the amount and how you determined rebates paid to your suppliers
should be presented in cost of goods sold, rather than as a
reduction
of revenues.  Please tell us how this type of arrangement meets
the
requirements in EITF 01-9.  Please also discuss in MD&A any
significant estimates resulting from these arrangements.

7. Landfill Accounting, page 99

Environmental Costs, page 104
5. Please expand your disclosure to discuss in further detail the
nature of the environmental matters you have recorded liabilities
for
and for those you have concluded it is reasonably possible that
the
outcome of the matter could result in approximately $20.0 million
of
additional liability.  Please also disclose any significant
changes
to any assumptions you may have made in assessing the liability as
of
the end of each period presented.

Form 10-Q for the Fiscal Year Ended June 30, 2005

Notes to Financial Statements
6. Please expand your disclosure to include the terms and
conditions
related to your Series D senior mandatory convertible preferred
stock
you issued during the fiscal quarter ended March 31, 2005.

10. Commitments and Contingencies, page 19

Litigation, page 19
7. On pages 38 and 118 of your Form 10-K for the fiscal year ended
December 31, 2004 you disclosed that three putative class action
lawsuits were filed against you and four of your current and
former
officers in the U.S. District Court for the District of Arizona.
Please revise your disclosure to include an update regarding these
claims, including your conclusion and the related assumptions used
to
determine your conclusion based on the guidance in paragraphs 3
and
8-10 of SFAS 5 relating to this matter.  Please ensure you include
in
your disclosure whether you have accrued any amounts relating to
these claims and the legal costs associated with these claims.
Please also provide us with a copy of the amended complaint, your
response to the amended complaint, and the outcome of the hearing
which were scheduled to occur on October 19, 2005 related to this
matter.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 32

Three and Six Months Ended June 30, 2005 and 2004, page 37

Selling, General, and Administrative Expenses, page38
8. Your disclosure states that during the second quarter 2005, you
reduced your selling, general and administrative expenses by $16.3
million related to accruals for legal matters primarily related to
BFI as a result of favorable developments.  Please expand your
disclosure to discuss the changes that caused you to change your
estimate related to this liability.  If material, please also
expand
your disclosure to include the amount of the various litigation
accruals reflected in your balance sheet as of December 31, 2004
and
the changes during the interim periods in the current year.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days, or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Nathan Cheney, Assistant Chief Accountant, at
(202) 551-3714.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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John J. Zillmer
Allied Waste Industries, Inc.
October 26, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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