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corresp

December 1, 2005

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: File No. 1-14705

Dear Mr. Decker:

On behalf of Allied Waste Industries, Inc. (“we” or the “Company”), I am writing to respond to an
additional comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) made in your letter dated November 18, 2005 (the “Comment Letter”), relating to our
annual report on Form 10-K for the year ended December 31, 2004 and our quarterly reports on Form
10-Q for the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005. The
response below corresponds to the comment number used in the Comment Letter.

This response is being submitted to you in electronic form pursuant to Rule 101(a)(3) of
Regulation S-T as well as via hand delivery. We acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
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.

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

Statements of Cash Flows, page 73

    1.

    Your response to our comment 3 from our letter dated October 26, 2005 states that
your presentation of cash provided by discontinued operations in your statements of cash
flows contains cash flows from operating activities and investing activities for
discontinued operations. In future filings, beginning with your Form 10-K for the fiscal
year ended December 31, 2005, please separately present cash flows from operating,
investing, and financing for discontinued operations below your caption entitled “cash
provided by discontinued operations.” Alternatively, you may combine cash flows from
discontinued operations with cash flows from continuing operations within each category,
with no separate presentation of discontinued operations; present cash flows from
discontinued operations within each category; or separately state discontinued operations
generated from operating activities within the operating category and combine discontinued
operations generated from investing and financing activities with continued operations

    within each of these categories. Please show us in your response your proposed revised
disclosure. Refer to footnote 10 of SFAS 95.

    Disclosure revisions will be incorporated in our Form 10-K for the year ended December
31, 2005. See Appendix A for our proposed revised disclosure we intend to include in
our Form 10-K for the year ended December 31, 2005.

* * *

If you need any additional information or have any questions or additional comments concerning the
foregoing, please contact me at (480) 627-2700.

Sincerely,

Peter S.
Hathaway, Allied Waste Industries, Inc.

Executive Vice President and Chief Financial Officer

Appendix A

Regarding Comment #1

We intend to include the following revised disclosure in our Form 10-K for the year ended December
31, 2005.

ALLIED WASTE INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

    Years Ended December 31,

    2005

    2004

    2003

    Operating activities —

    Net income

    $

    $
    49.3

    $
    128.7

    Discontinued operations, net of tax

    8.7

    11.5

    Adjustments to reconcile net income to cash provided by
operating activities from continuing operations—

    Provisions for:

    Depreciation and amortization

    559.3

    546.0

    Non-cash gain on divestiture of assets

    —

    —

    Doubtful accounts

    18.6

    23.6

    Accretion of debt and amortization of debt issuance costs

    27.0

    31.8

    Deferred income tax

    46.9

    70.6

    Gain on sale of fixed assets

    (4.9
    )

    —

    Non-cash reduction in acquisition accruals

    (11.9
    )

    (11.2
    )

    Non-cash gain on non-hedge accounting interest rate swap
contracts

    (16.2
    )

    (48.1
    )

    Amortization of accumulated other comprehensive loss for
de-designated interest rate swap contracts

    6.7

    23.1

    Write-off of deferred debt issuance costs

    26.4

    61.0

    Non-cash portion of realignment and executive departure costs

    17.4

    —

    Cumulative effect of change in accounting principle, net of tax

    —

    (29.0
    )

    Change in operating assets and liabilities, excluding the effects
of purchase acquisitions—

    Accounts receivable, prepaid expenses, and other assets

    (36.8
    )

    (24.3
    )

    Accounts payable, accrued liabilities, unearned revenue,
stock option tax benefits and other

    1.9

    31.0

    Capping, closure and post-closure provision and accretion

    48.0

    44.3

    Capping, closure, post-closure and environmental expenditures

    (90.4
    )

    (75.1
    )

    Cash provided by operating activities from continuing operations

    650.0

    783.9

    Investing activities —

    Cost of acquisitions, net of cash acquired

    (21.5
    )

    (63.4
    )

    Proceeds from divestitures, net of cash divested

    57.7

    313.4

    Proceeds from sale of fixed assets

    11.0

    17.5

    Capital expenditures, excluding acquisitions

    (582.9
    )

    (491.8
    )

    Capitalized interest

    (13.0
    )

    (15.7
    )

    Change in deferred acquisition costs, notes receivable and
other

    10.8

    (8.4
    )

    Cash used for investing activities from continuing operations

    (537.9
    )

    (248.4
    )

    Financing activities —

    Net proceeds from sale of Series C preferred stock

    —

    333.1

    Proceeds from long-term debt, net of issuance costs

    3,082.6

    3,037.1

    Repayments of long-term debt

    (3,609.1
    )

    (3,754.6
    )

    Payments of Series C preferred stock dividends

    (21.6
    )

    (10.2
    )

    Change in disbursement account

    53.8

    10.5

    Net proceeds from sale of common stock, exercise of
stock options and other

    5.1

    98.4

    Cash used for financing activities from continuing operations

    (489.2
    )

    (285.7
    )

    Discontinued operations —

    Provided by operating activities

    0.4

    23.2

    Used for investing activities

    —

    (7.7
    )

    Provided by financing activities

    —

    —

    Cash provided by discontinued operations

    0.4

    15.5

    (Decrease) increase in cash and cash equivalents

    (376.7
    )

    265.3

    Cash and cash equivalents, beginning of year

    444.7

    179.4

    Cash and cash equivalents, end of year

    $

    $
    68.0

    $
    444.7

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial
statements.