SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant  [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x]    Preliminary proxy statement                [ ] Confidential, for Use of
                                                      the Commission Only
[ ]    Definitive proxy statement

[ ]    Definitive additional materials                (as permitted by Rule 
                                                       14a-6(e)(2))

[ ]    Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                 ERD WASTE CORP.
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

     [x]  No fee required.

     [ ]  Fee  computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
          0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11:

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

     [ ]  Fee paid previously with preliminary materials.

     [ ]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement  number, or the form or schedule and the date of its filing.

     (1)  Amount previously paid:

     (2)  Form, schedule or registration statement no.:

     (3)  Filing party:

     (4)  Date filed:




VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

         The  affirmative  vote of a  majority  of the  votes  of  common  stock
outstanding is required to approve the proposed amendment to the Plan.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.


SOLICITATION EXPENSES

         The Company  will bear the cost of  soliciting  consents.  Consents are
being solicited by mail and, in addition, directors,  officers, and employees of
the  Company  may solicit  consents  personally  or by  telephone  or  facsimile
transmission.  No  additional  compensation  will be paid on account of any such
solicitations.  Although there is no formal agreement to do so, the Company will
reimburse custodians,  brokerage houses, nominees, and other fiduciaries for the
cost of sending Consent Solicitation material to their principals.


AVAILABLE INFORMATION

         The Company is subject to the informational  requirements of the United
States Securities Exchange Act of 1934, as amended,  and in accordance therewith
files periodic reports,  proxy and information  statements and other information
with the Securities and Exchange Commission. Such reports, proxy and information
statements and other  information  can be inspected and copied at the Securities
and Exchange  Commission's  public  reference rooms located at 450 Fifth Street,
N.W., Room 1024, Washington,  D.C. 20549, and at the public reference facilities
in the regional offices of the Commission located at 7 World Trade Center, Suite
1300,  New York,  New York 10048,  and at 500 West Madison  Street,  Suite 1400,
Chicago,  Illinois  60661-2511.  Copies of such  materials  can be  obtained  at
prescribed  rates by writing to the Securities and Exchange  Commission,  Public
Reference Branch, 450 Fifth Street, N.W., Washington, D.C. 20549. Such materials
may also be accessed  electronically  by means of the  Commission's  site on the
World Wide Web at http://www.sec.gov.



                                         By order of the Board of Directors

                                         /s/ James Triaca
                                         -----------------------------
                                         James Triaca, Secretary
September 9, 1997
Rahway, New Jersey


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