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                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                    FORM 8-K/A

                                  CURRENT REPORT

                          Pursuant to Section 13 or 15(d)
                      of The Securities Exchange Act of 1934





                                   
Date of Report:                                       January 24, 1995
(Date of earliest event reported)









                         BROWNING-FERRIS INDUSTRIES, INC.
                (Exact name of registrant as specified in charter)



                           Commission file number 1-6805





      Delaware                                      74-1673862
(State of Incorporation)              (I.R.S. Employer Identification No.)


     
          757 N. Eldridge
           Houston, Texas                              77079   
(Address of Principal Executive Offices)             (Zip Code)






     Registrant's telephone number, including area code: (713) 870-8100

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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 8-K dated January 24,
1995 reporting the Registrant's acquisition of Attwoods plc, a public
limited company incorporated in England.

Item 7.   Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.

     None

(b)  Pro Forma Financial Statements.


          BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
        UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

The following unaudited pro forma combined statement of operations 
gives effect to (i) the completion of the acquisition of 100% of 
Attwoods plc ("Attwoods") under the purchase method of accounting, 
(ii) the borrowing by Browning-Ferris Industries, Inc. (the 
"Company") of $600 million under a Multicurrency Revolving Credit 
Agreement to finance the Attwoods acquisition and (iii) the acquisi-
tion of 22 solid waste businesses during the first quarter of fiscal 
1995.  On December 2, 1994, the Company acquired majority control of 
Attwoods.  The Company increased its ownership from 56.6% of the 
outstanding ordinary shares and 80.8% of the convertible preference 
shares at December 2, 1994 to 94.4% of the outstanding ordinary shares 
and 83.2% of the convertible preference shares as of December 31, 1994.  
The Company has initiated procedures to acquire the remaining ordinary 
shares and redeem the convertible preference shares which it does not 
own.  In addition to Attwoods, the Company paid approximately $62.9 
million to acquire 21 solid waste businesses, accounted for as 
purchases, during the first quarter of fiscal 1995, including the 
acquisition of the remaining 50% ownership interest outstanding of 
Servizi Industriali S.r.l., its 50% owned joint venture in Italy, and 
also exchanged 397,221 shares of its common stock in connection with 
one acquisition accounted for as a pooling-of-interests.  (As the 
effect of this business combination was not significant, prior period 
financial statements were not restated.)

These acquisitions are reflected, in all material respects, in the 
consolidated balance sheet of the Company as of December 31, 1994 
included in the Quarterly Report on Form 10-Q for the quarter ended 
December 31, 1994.  The unaudited pro forma combined statement of 
operations for the year ended September 30, 1994 was prepared 
assuming that the transactions described above were consummated as of 
October 1, 1993.

The pro forma financial results are not necessarily indicative of the 
actual results of operations that would have occurred had these busi-
nesses been acquired on October 1, 1993, nor are they indicative of 
future results.  Although the Company has initiated the integration 
of its operations with those of Attwoods, most of the anticipated 
reductions in operating and other expenses associated with efficiencies
resulting from the integration process have not been considered in the 
pro forma financial results.  In allocating the purchase price the assets
acquired and liabilities assumed in connection with these acquisitions 
have been initially assigned and recorded based on preliminary estimates 
of fair value and may be revised prospectively as additional information
becomes available.  As a result, actual adjustments may differ from the 
pro forma adjustments presented herein as subsequent revisions in 
estimates of fair value, if any, are necessary.  The unaudited pro forma
combined statement of operations should be read in conjunction with the
Company's historical consolidated financial statements and related notes
thereto included in its Annual Report on Form 10-K for fiscal year 1994 
and its Quarterly Report on Form 10-Q for the quarter ended December 31, 
1994, and the separate historical financial statements and related notes
thereto of Attwoods included in the Form 8-K dated January 24, 1995.


                   BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
                 UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                        FOR THE YEAR ENDED SEPTEMBER 30, 1994
                     (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)

              -----------------------------------------------------------
                                                      Pro  
                                        Other        Forma       Company
                                      Businesses    Adjust-        Pro
               Company   Attwoods(A)  Acquired(A)    ments        Forma
             ------------------------------------------------------------

Revenues     $4,314,541   $539,762    $115,064   $(115,947)(B) $4,853,420

Cost of 
operations    3,123,375    412,368      92,597     (88,391)(B)  3,539,949
             ----------   --------    --------   ---------     ----------

Gross profit  1,191,166    127,394      22,467     (27,556)     1,313,471

Selling, 
general and 
administra-
tive expense    647,256    103,247      17,137     (21,988)(B)    742,366
                                                    (1,590)(C)
                                                    (1,696)(D)

Special charge       --     13,920          --      (3,636)(B)     10,284(I)
              ---------   --------    --------   ---------     ----------
Income from 
operations      543,910     10,227       5,330       1,354        560,821

Interest 
expense, net     81,871     14,008       3,439      (6,405)(B)    128,837
                                                    (7,643)(E)
                                                    43,567 (F)
Equity in 
earnings of 
unconsolidated
affiliates      (37,084)      (526)         --         215 (G)    (37,395)
              ---------   --------    --------   ---------     ----------

Income (loss)
before income
taxes, minority
interest and 
extraordinary 
item            499,123     (3,255)      1,891     (28,380)       469,379

Income taxes    199,649      6,494      (1,872)       (419)(B)    189,640
                                                   (14,212)(H)
Minority 
interest in 
income of 
consolidated 
subsidiaries     15,501        904          73          --         16,478
              ---------   --------    --------   ---------     ----------
Income (loss)
before extra-
ordinary item $ 283,973   $(10,653)   $  3,690   $ (13,749)    $  263,261
              =========   ========    ========   =========     ==========

Number
of common
and common 
equivalent 
shares used
in computing
earnings per 
share           187,621                                           188,161
                =======                                           =======

Earnings per
common and 
common equiva-
lent share 
(before extra-
ordinary item)    $1.52                                            $1.40
                  =====                                            =====




The accompanying notes are an integral part of this pro forma financial
statement.


    NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

A.   The historical statement of operations of Attwoods presented herein
     was derived from the audited financial statements of Attwoods for 
     the fiscal year ended July 31, 1994 included in the Form 8-K dated 
     January  24, 1995.  Amounts presented under the column "Other
     Businesses Acquired" represent annual results of acquisitions 
     consummated by the Company during the quarter ended December 31, 
     1994.

B.   To exclude the operating results relating to certain operations of
     Attwoods to be sold and to reduce interest expense reflective of the
     use of the guaranteed portion of proceeds to be received from the 
     sale of certain German operations to repay indebtedness.

C.   To reflect the adjustment of amortization expense related to 
     intangible assets resulting from the acquisitions.  Additionally,
     subsequent to July 31, 1994, certain assets of Attwoods were 
     written down to estimated net recoverable value and certain 
     additional liabilities were recorded, including additional 
     landfill environmental liabilities and accruals for loss contracts.
     These adjustments, net of applicable taxes, reduced Attwoods'
     stockholders' equity by approximately $50 million, thereby 
     increasing the goodwill recorded by the Company at the date of
     acquisition.  The accompanying pro forma combined statement of 
     operations reflects the increased amortization relating to these
     adjustments.

D.   To reflect the reduction in selling, general and administrative 
     expense associated with the elimination of currently identified
     personnel in connection with the Attwoods acquisition.

E.   To exclude interest expense related to Attwoods' guaranteed 
     redeemable convertible preferred stock acquired in connection 
     with the Attwoods acquisition.

F.   To reflect the additional interest expense associated with
     borrowings used to finance the Attwoods and other acquisitions.

G.   To eliminate the previously recorded equity in earnings of Servizi
     Industriali S.r.l. as a result of the acquisition of the remaining 
     50% ownership interest and the resulting consolidation of the 
     entity's financial results.

H.   To adjust income tax expense to the Company's pro forma effective 
     tax rate for fiscal 1994 assuming that the acquisitions were 
     consummated on October 1, 1993.

I.   The special charge of $10.3 million (an after-tax charge of
     approximately $.04 per share) represents certain non-recurring
     expenses included in Attwoods' fiscal year 1994 results of
     operations.

(c)  Exhibits.
     
     None


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by 
the undersigned hereunto duly authorized.



                                   BROWNING-FERRIS INDUSTRIES, INC.
                                            (Registrant)    

                                        
Date: March 2, 1995                     /s/ David R. Hopkins
                                -------------------------------------
                                          David R. Hopkins
                                   Vice President, Controller and
                                      Chief Accounting Officer