8-K

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

                                    FORM 8-K

                                 CURRENT REPORT

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


        Date of Report (date of earliest event reported): August 16, 2002


                                STERICYCLE, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                       0-21229                   36-3640402
 (State or other juris-          (Commission file             (IRS employer
diction of incorporation)            number)             identification number)


                             28161 North Keith Drive
                           Lake Forest, Illinois 60045
                    (Address of principal executive offices)


               Registrant's telephone number, including area code:
                                 (847) 367-5910



Item 5. Other Events

     On August 22, 2002, Stericycle, Inc. (the "Company") announced that on
August 16 and August 21, 2002, it repurchased a total of $8.9 million in
principal amount of its 12-3/8% senior subordinated notes due 2009. The
repurchases were made at prevailing market prices in privately negotiated
transactions with three note holders, two of which were investment funds
associated with Bain Capital, LLC. In connection with these repurchases,
Stericycle paid a premium of slightly over $1.0 million in addition to the
principal amount of the notes. This premium will be recorded as a one-time
interest expense during the quarter ending September 30, 2002.

     A copy of the Company's press release is filed as an exhibit to this
Report.

Item 7. Financial Statements and Exhibits

     The following exhibit is filed with this Report:

     Exhibit    Description
     -------    -----------
      99.1      Press Release dated August 22, 2002


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                                    Signature

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

     Date: August 30, 2002.
                                       Stericycle, Inc.

                                       By /s/ Frank J.M. ten Brink
                                       ---------------------------------
                                       Frank J.M. ten Brink
                                       Executive Vice President and
                                         Chief Financial Officer

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EX-99.1

                                                                    Exhibit 99.1

               Stericycle Announces Repurchase of $8.9 Million of
                            Senior Subordinated Debt

     Lake Forest, Illinois, August 22, 2002--Stericycle, Inc. (NASDAQ:SRCL), the
United States' leading provider of regulated medical waste management services,
announced that on August 16 and August 21, 2002, it repurchased a total of $8.9
million in principal amount of its 12-3/8% senior subordinated notes due 2009.
The repurchases were made at prevailing market prices in privately negotiated
transactions with three note holders, two of which were investment funds
associated with Bain Capital, LLC.

     In connection with these repurchases, Stericycle paid a premium of slightly
over $1.0 million in addition to the principal amount of the notes. This premium
will be recorded as a one-time interest expense during the quarter ending
September 30, 2002.

     Stericycle's outstanding 12-3/8% senior subordinated notes may not be
called for redemption prior to November 15, 2004. When the notes can be called,
a premium is payable in connection with redemptions during the first three years
in which the notes can be called for redemption. For redemptions during the
first year, the premium is 6.2% of the principal amount redeemed.

     Stericycle's president and chief executive officer, Mark C. Miller, said,
"We welcomed the opportunity that arose to repurchase $8.9 million of our senior
subordinated notes. Our analysis showed that the repurchase of the notes
provided what we considered an acceptable return on the use of our funds."

     Stericycle provides medical waste collection, transportation, treatment and
disposal services and safety and compliance programs to healthcare companies
nationwide, including hospitals, physician and dental offices, laboratories and
clinics. Medical waste includes single-use disposables such as needles,
syringes, gloves and other supplies that have been in contact with blood or
other bodily fluids, as well as blood, blood products and other items that could
harbor infectious agents.

     Safe Harbor Statement: This press release may contain forward-looking
statements that involve risks and uncertainties, some of which are beyond the
Company's control (for example, general economic conditions). The Company's
actual results could differ significantly from the results described in the
forward looking statements. Factors that could cause such differences include
difficulties in completing the integration of acquired businesses, changes in
governmental regulation of medical waste collection and treatment, and increases
in transportation and other operating costs, as well as the various other
factors identified in the Company's filings with the U.S. Securities and
Exchange Commission. As a result, past financial performance should not be
considered a reliable indicator of future performance, and investors should not
use historical trends to anticipate future results or trends. The Company makes
no commitment to disclose any subsequent revisions to forward-looking
statements.

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