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
	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* BLACKSTONE MANAGEMENT ASSOCIATES III LLC (Last) (First) (Middle) C/O BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/18/2003		J(4)		30,668,234.753	A	$0(4)	30,668,234,753	I	See(1)(8)(9)
Common Stock	12/18/2003		J(4)		5,686,265.247	A	$0(4)	5,686,265.247	I	See(2)(8)(9)
Common Stock	12/18/2003		J(4)		2,320,500	A	$0(4)	2,320,500	I	See(3)(8)(9)

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
Senior Preferred Stock	$0(4)	12/18/2003		J(4)		277,540.586		12/18/2003	12/18/2003	Common Stock	$0	$18	0	I	See(5)(8)(9)
Senior Preferred Stock	$0(4)	12/18/2003		J(4)		51,459.414		12/18/2003	12/18/2003	Common Stock	$0	$18	$0	I	See(6)(8)(9)
Senior Preferred Stock	$0(4)	12/18/2003		J(4)		21,000		12/18/2003	12/18/2003	Common Stock	$0	$18	$0	I	See(7)(8)(9)

1. Name and Address of Reporting Person* BLACKSTONE MANAGEMENT ASSOCIATES III LLC (Last) (First) (Middle) C/O BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND LP (Last) (First) (Middle) 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III LP (Last) (First) (Middle) THE BLACKSTONE GROUP 345 PARK AVE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE OFFSHORE CAPITAL PARTNERS III LP (Last) (First) (Middle) THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PETERSON PETER G (Last) (First) (Middle) BLACKSTONE MANAGEMENT ASSOCIATES III, L. 345 PARK AVE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARZMAN STEPHEN A (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Following the Exchange (as defined below), Blackstone Capital Partners III Merchant Banking Fund L.P. ("BCP") directly owns 30,668,234.753 shares of common stock (the "Common Stock") of Allied Waste Industries, Inc.. Blackstone Management Associates III L.L.C. ("BMA III") is the sole general partner of BCP. Peter G. Peterson and Stephen A. Schwarzman are founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the Common Stock owned by BCP.

2. Following the Exchange (as defined below), Blackstone Offshore Capital Partners III, L.P. ("Offshore") directly owns 5,686,265.247 shares of Common Stock. BMA III is the sole investment general partner of Offshore. Peter G. Peterson and Stephen A. Schwarzman are founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the Common Stock owned by Offshore.

3. Following the Exchange (as defined below), Blackstone Family Investment Partnership III L.P. ("BFIP III", together with BCP, Offshore, BMA III, Peter G. Peterson and Stephen A. Schwarzman, the "Reporting Persons") directly owns 2,320,500 shares of Common Stock. BMA III is the sole general partner of BFIP III. Peter G. Peterson and Stephen A. Schwarzman are founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the Common Stock owned by BFIP.

4. On December 18, 2003, BCP, Offshore and BFIP III exchanged (the "Exchange") 350,000 shares of senior preferred stock (the "Senior Preferred Stock") of Allied Waste Industries for 38,675,000 shares of Common Stock. See Amendment No. 3 to Schedule 13D filed by the Reporting Persons on August 8, 2003.

5. Prior to effecting the Exchange, BCP directly owned 277,540.586 shares of Senior Preferred Stock. BMA III is the sole general partner of BCP. Peter G. Peterson and Stephen A. Schwarzman are the founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may have been deemed to beneficially own the Senior Preferred Stock owned by BCP.

6. Prior to effecting the Exchange, Offshore directly owned 51,459.414 shares of Senior Preferred Stock. BMA III is the sole investment general partner of Offshore. Peter G. Peterson and Stephen A. Schwarzman are the founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may have been deemed to beneficially own the Senior Preferred Stock owned by Offshore.

7. Prior to effecting the Exchange, BFIP III directly owned 21,000 shares of Senior Preferred Stock. BMA III is the sole general partner of BFIP III. Peter G. Peterson and Stephen A. Schwarzman are the founding members and managing members of BMA III. Therefore, each of BMA III, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the Senior Preferred Stock owned by BFIP III.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry.

9. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the information set forth herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. Each of BMA III, Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Common Stock directly owned by BCP, Offshore and BFIP III, except to the extent of such Reporting Persons pecuniary interest.

	Blackstone Management Associates III L.L.C.	12/18/2003
	** Signature of Reporting Person	Date
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