SCHEDULE 13G

Amendment No. 1
United Waste Systems Incorporated
common stock
Cusip # 913174108
Filing Fee: No


Cusip # 913174108
Item 1:  Reporting Person - FMR Corp. - (Tax ID:  04-2507163)
Item 4:  Commonwealth of Massachusetts
Item 5:  381,100
Item 6:  None
Item 7:  1,259,230
Item 8:  None
Item 9:  1,259,230
Item 11: 13.01%
Item 12: HC 




Cusip # 913174108
Item 1:  Reporting Person - Edward C. Johnson 3d - (Tax ID: 
###-##-####)
Item 4:  United States of America
Item 5:  None
Item 6:  None
Item 7:  1,259,230
Item 8:  None
Item 9:  1,259,230
Item 11: 13.01%
Item 12: IN 




SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)


Item 1(a).    Name of Issuer:

         United Waste Systems Incorporated

Item 1(b).    Name of Issuer's Principal Executive Offices:

         Four Greenwich Office Park
         Greenwich, CT  06830

Item 2(a).    Name of Person Filing: 

         FMR Corp.

Item 2(b).    Address or Principal Business Office or, if None,
Residence:

         82 Devonshire Street, Boston, Massachusetts  02109

Item 2(c).    Citizenship:

         Not applicable

Item 2(d).    Title of Class of Securities:

         Common Stock

Item 2(e).    CUSIP Number:  

         913174108

Item 3.  This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent
holding company in accordance with Section 240.13d-
1(b)(ii)(G).  (Note:  See Item 7).

Item 4.  Ownership

    (a)  Amount Beneficially Owned:
    1,259,230

    (b)  Percent of Class:
    13.01%

    (c)  Number of shares as to which such person has:  

    (i)  sole power to vote or to direct the vote:
    381,100

    (ii) shared power to vote or to direct the vote:
    None

    (iii)     sole power to dispose or to direct the
disposition of:    1,259,230

    (iv) shared power to dispose or to direct the
disposition of:    None




Item 5.  Ownership of Five Percent or Less of a Class.

    Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of
Another Person.

    Various persons have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, the common stock of
United Waste Systems Incorporated.  The interest
of one person, Fidelity Contrafund, an investment
company registered under the Investment Company
Act of 1940, in the common stock of United Waste
Systems Incorporated, amounted to 688,400 shares
or 7.11% of the total outstanding common stock at
January 31, 1994.  

Item 7.  Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.

    See attached Exhibit(s) A and B.

Item 8.  Identification and Classification of Members of the
Group.

    Not applicable, see attached Exhibit A. 

Item 9.  Notice of Dissolution of Group.

    Not applicable.


Item 10. Certification.

    By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.


Signature

    After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct. 



    February 10, 1994   
Date



    /S/Arthur S. Loring
Signature



    Arthur S. Loring, Vice
President     
Name/Title




SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

    Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is
the beneficial owner of 878,130 shares or 9.07% of the common
stock outstanding of United Waste Systems Incorporated ("the
Company") as a result of acting as investment adviser to
several investment companies registered under Section 8 of the
Investment Company Act of 1940.  

    The ownership of one investment company, Fidelity
Contrafund, amounted to 688,400 shares or 7.11% of the common
stock outstanding.  Fidelity Contrafund has its principal
business office at 82 Devonshire Street, Boston, Massachusetts
02109.  

    Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and the Funds each has sole power to dispose of the
878,130 shares owned by the Funds.

    Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power
resides with the Funds' Boards of Trustees.  Fidelity carries
out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.

    Fidelity Management Trust Company, 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of
381,100 shares or 3.94% of the common stock outstanding of the
company as a result of its serving as investment manager of the
institutional account(s).

    FMR Corp., through its control of Fidelity Management Trust
Company, has sole voting and dispositive power over 381,100
shares of common stock owned by the institutional account(s) as
reported above.

    Edward C. Johnson 3d owns 34.0% of the outstanding voting
common stock of FMR Corp.  Mr. Johnson 3d is Chairman of FMR
Corp.  Various Johnson family members and trusts for the
benefit of Johnson family members own FMR Corp. voting common
stock.  These Johnson family members, through their ownership
of voting common stock, form a controlling group with respect
to FMR Corp.



SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

RULE 13d-1(e)  AGREEMENT

    The undersigned persons, on February 10, 1994, agree and
consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the common
stock of United Waste Systems Incorporated at January 31, 1994.

    FMR Corp.
    By   /S/Arthur S. Loring
Arthur S. Loring
Vice President - Legal
         Edward C. Johnson 3d
    By   /S/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney
dated 5/17/89
On File with Schedule
13G for
Airborne Freight Corp.
9/10/91
    Fidelity Management & Research
Company
    By   /S/Arthur S. Loring
Arthur S. Loring
Sr. V.P. and General
Counsel
    Fidelity Contrafund
    By   /S/Arthur S. Loring
Arthur S. Loring
Secretary