SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN 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:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

REPUBLIC SERVICES, INC.
- --------------------------------------------------------------------------------
(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(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:
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Republic Services, Inc. (LOGO)

April 2, 2001

Dear Stockholder:

We invite you to attend the 2001 Annual Meeting of Stockholders of Republic
Services, Inc., which we will hold at 10:30 a.m. on Wednesday, May 16, 2001, at
The Atrium, on the 7th Floor of the AutoNation Tower, 110 S.E. 6th Street, Fort
Lauderdale, Florida 33301. On the following pages we describe in the formal
notice and proxy statement the matters our stockholders will consider at the
annual meeting.

In addition to the specific matters we will request our stockholders to act
upon, we will report on our business and provide our stockholders an opportunity
to ask questions of general interest.

Whether or not you plan to attend in person, it is important that you have
your shares represented at the annual meeting. PLEASE DATE AND SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. The board of
directors recommends that stockholders vote FOR each of the proposals described
in the proxy statement which we will present at the annual meeting. Thank you.

Sincerely,

/s/ Wayne
H. Wayne Huizenga
Chairman of the Board
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Republic Services, Inc. (LOGO)

110 S.E. 6TH STREET
FORT LAUDERDALE, FLORIDA 33301

NOTICE OF THE 2001 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Republic Services, Inc.:

We will hold the 2001 Annual Meeting of Stockholders of Republic Services,
Inc. at 10:30 a.m. on Wednesday, May 16, 2001, at The Atrium, on the 7th Floor
of the AutoNation Tower, 110 S.E. 6th Street, Fort Lauderdale, Florida 33301,
for the following purposes:

(1) To elect directors to a term of office expiring at the annual
meeting of stockholders in the year 2002 or until their respective
successors are duly elected and qualified;

(2) To ratify the appointment of Arthur Andersen LLP as our
independent public accountants for 2001; and

(3) To transact such other business as may properly come before the
annual meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 26, 2001 are
entitled to notice of and to vote at the annual meeting or any adjournment of
the annual meeting.

We cordially invite you to attend the annual meeting in person. EVEN IF YOU
PLAN TO ATTEND IN PERSON, WE REQUEST THAT YOU DATE, SIGN AND RETURN THE ENCLOSED
PROXY AT YOUR EARLIEST CONVENIENCE. You may revoke your proxy at any time before
its use.

By Order of the Board of
Directors,

/s/ David A. Barclay
David A. Barclay
Senior Vice President,
General Counsel and Assistant
Secretary

Fort Lauderdale, Florida
April 2, 2001

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
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REPUBLIC SERVICES, INC.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301

PROXY STATEMENT

We furnish this proxy statement in connection with the solicitation of
proxies by our board of directors for use at our 2001 Annual Meeting of
Stockholders, or any postponement or adjournment of the meeting. We will hold
the annual meeting at 10:30 a.m. on Wednesday, May 16, 2001, at The Atrium, on
the 7th Floor of the AutoNation Tower, 110 S.E. 6th Street, Fort Lauderdale,
Florida 33301.

We mailed this proxy statement, the notice of annual meeting, the proxy
card and our annual report to our stockholders on or about April 2, 2001.

RECORD DATE

Only stockholders of record at the close of business on March 26, 2001 may
vote at the annual meeting.

SHARES OUTSTANDING AND VOTING RIGHTS

The only voting stock of our company currently outstanding is our common
stock. As of the close of business on March 26, 2001, there were 170,765,241
shares of common stock outstanding. Each share of common stock issued and
outstanding is entitled to one vote on each of the matters properly presented at
the annual meeting.

PROXY PROCEDURE

Proxies properly executed and returned in a timely manner will be voted at
the annual meeting according to the voting instructions noted on the proxies.
Proxies without voting instructions will be voted to elect the individuals
nominated as directors in this proxy statement, for the proposals set forth in
the notice of annual meeting, and in the best judgment of the persons acting
under the proxies on other matters presented for a vote. Any stockholder giving
a proxy has the power, at any time before it is voted, to revoke it in person at
the annual meeting, by written notice to the secretary of our company at the
address above, or by delivery to the secretary of our company of a later-dated
proxy.

The inspector of elections appointed for the meeting will tabulate the
votes cast by proxy or in person at the annual meeting. The inspector will count
these votes in determining whether or not a quorum is present. A proxy submitted
by a stockholder may indicate that all or a portion of the shares represented by
that proxy are not being voted by that stockholder about a particular matter.
This could occur, for example, when a beneficial owner does not permit its
broker to vote shares on a particular matter in the absence of instructions from
the beneficial owner. In this circumstance, we will not consider the non-voted
shares present and entitled to vote on that particular matter. However, we will
count the non-voted shares in determining the presence of a quorum. If you vote
to abstain as to a particular matter or direct us to withhold authority to vote
for directors, we will consider your shares present and entitled to vote on the
matter.

VOTING REQUIREMENTS

Each director will be elected by the affirmative vote of a plurality of the
votes cast by the shares of common stock present at the annual meeting, in
person or by proxy, and entitled to vote on the election of directors. The
affirmative vote of the holders of a majority of our common stock present at the
annual meeting, in person or by proxy, and
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entitled to vote, is required to ratify the appointment of Arthur Andersen LLP
as our independent public accountants for 2001 and to approve any other matter
duly brought to a vote at the annual meeting. Shares which are not voted will
have no effect on the other matters brought to a vote at the annual meeting.
Abstentions from voting on any of the proposals brought to a vote at the annual
meeting will have the effect of votes against the particular proposal.

COSTS OF SOLICITATION

Our board of directors will solicit proxies by mail. Our directors,
officers and a small number of other employees of our company may also solicit
proxies personally or by mail, telephone, or otherwise. We will not compensate
these persons for their solicitation. We will request brokerage firms, banks,
fiduciaries, voting trustees or other nominees to forward the soliciting
material to each beneficial owner of stock held of record by them. We have hired
Corporate Investor Communications, Inc. to coordinate the solicitation of
proxies by and through these holders for a fee of approximately $7,500 plus
expenses. We will bear the entire cost of the solicitation.

BIOGRAPHICAL INFORMATION REGARDING DIRECTORS/NOMINEES
AND EXECUTIVE OFFICERS

DIRECTORS

We provide below biographical information for each person who is a nominee
for election as a director of our company at the annual meeting.

H. WAYNE HUIZENGA, age 63, was named Chairman of our Board of Directors in
May 1998. He also served as our Chief Executive Officer from May 1998 until
December 1998. Mr. Huizenga has also served as Chairman of AutoNation, Inc.
(formerly known as Republic Industries, Inc.), which owns the nation's largest
chain of franchised automotive dealerships, since August 1995. From August 1995
to September 1999, Mr. Huizenga served as Chief Executive Officer or Co-Chief
Executive Officer of AutoNation. Since September 1996, Mr. Huizenga has served
as Chairman of Boca Resorts, Inc., an owner and operator of luxury resort
hotels, and a professional sports franchise and related facilities. Since
January 1995, Mr. Huizenga has served as the Chairman of Extended Stay America,
Inc., an operator of extended stay lodging facilities. Since June 1998, Mr.
Huizenga has served as a director of NationsRent, Inc., an equipment rental
company. Since June 2000, Mr. Huizenga has served as a director of ANC Rental
Corporation, which owns and operates Alamo Rent-A-Car and National Car Rental.
Since May 2000, Mr. Huizenga has been Vice Chairman of Zixit Corporation, an
internet security company. From September 1994 until October 1995, Mr. Huizenga
served as the Vice Chairman of Viacom Inc., a diversified entertainment and
communications company. During the same period, Mr. Huizenga also served as the
Chairman of Blockbuster Entertainment Group, a division of Viacom. From 1987
until 1994, Mr. Huizenga served as the Chairman of the Board and Chief Executive
Officer of Blockbuster, during which time he helped build Blockbuster from a
19-store chain into the world's largest video rental company. In 1994,
Blockbuster merged into Viacom. In 1971, Mr. Huizenga co-founded Waste
Management, Inc., which he helped build into the world's largest integrated
solid waste services company, and he served in various capacities, including
President, Chief Operating Officer and a director from its inception until 1984.
Mr. Huizenga also owns the Miami Dolphins and Pro Player Stadium in South
Florida.

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HARRIS W. HUDSON, age 58, was named Vice Chairman, Secretary and a director
in May 1998. Mr. Hudson has served as a director of AutoNation since August 1995
and as Vice Chairman of AutoNation since October 1996. He served as Chairman of
AutoNation's Solid Waste Group from October 1996 until July 1998. From August
1995 until October 1996, Mr. Hudson served as President of AutoNation. From 1983
until 1995, Mr. Hudson served as Chairman of the Board, Chief Executive Officer
and President of Hudson Management, a solid waste collection company that he
founded, which AutoNation acquired in 1995. From 1964 to 1982, Mr. Hudson served
as Vice President of Waste Management of Florida, Inc., a subsidiary of Waste
Management, and its predecessor. Mr. Hudson also serves as a director of Boca
Resorts.

JAMES E. O'CONNOR, age 51, was named Chief Executive Officer and a director
in December 1998. From 1972 to 1978 and from 1982 to 1998, Mr. O'Connor served
in various positions with Waste Management, including Senior Vice President from
1997 to 1998, Area President of Waste Management of Florida, Inc. from 1992 to
1997, Senior Vice President of Waste Management -- North America from 1991 to
1992 and Vice President -- Southeastern Region from 1987 to 1991.

JOHN W. CROGHAN, age 70, was named a director in July 1998. Mr. Croghan is
President and General Partner of Lincoln Partners, a partnership of Lincoln
Capital Management Inc. He was a founder and, through 1997, the Chairman of
Lincoln Capital Management, an investment management firm. He is a director of
Lindsay Manufacturing Co. and Schwarz Paper Company.

RAMON A. RODRIGUEZ, age 55, was named a director in March 1999. Mr.
Rodriguez has served as President of Madsen, Sapp, Mena, Rodriguez & Co., P.A.,
a certified public accounting firm, since 1971.

ALLAN C. SORENSEN, age 62, was named a director in November 1998. Mr.
Sorensen is also a director of Let's Talk Cellular & Wireless, Inc. He is also a
co-founder and Vice Chairman of the Board of Interim Health Care, Inc., which
Interim Services, Inc. spun-off in October 1997. Prior to that, Mr. Sorensen
served as a director and in various capacities including President, Chief
Executive Officer and Chairman of Interim Services from 1967 to 1997. He was a
member of the board of directors of H&R Block, Inc. from 1979 until 1993 when
Interim Services was spun off in an initial public offering.

Mr. Hudson is married to Mr. Huizenga's sister. Otherwise, there is no
family relationship between any of our directors.

EXECUTIVE OFFICERS

We provide below biographical information for each of our executive
officers who is not a nominee for director.

TOD C. HOLMES, age 52, was named Senior Vice President and Chief Financial
Officer in August 1998. Mr. Holmes served as our Vice President -- Finance from
June 1998 until August 1998 and as Vice President of Finance of AutoNation's
Solid Waste Group from January 1998 until July 1998. From 1987 to 1998, Mr.
Holmes served in various positions with Browning-Ferris Industries, Inc.,
including Vice President, Investor Relations from 1996 to 1998, Divisional Vice
President, Collection Operations from 1995 to 1996, Divisional Vice President
and Regional Controller -- Northern Region, from 1993 to 1995, and Divisional
Vice President and Assistant Corporate Controller from 1991 to 1993.

DAVID A. BARCLAY, age 38, was named Senior Vice President, General Counsel
and Assistant Secretary in August 1998. Mr. Barclay served as Senior Vice
President and

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General Counsel of AutoNation's Solid Waste Group from March 1998 until July
1998. Prior to that, from January 1997 to February 1998, Mr. Barclay was Vice
President and Associate General Counsel of AutoNation. From June 1995 to January
1997, Mr. Barclay was Vice President, General Counsel and Secretary of Discovery
Zone, Inc. Discovery Zone filed a voluntary petition under the federal
bankruptcy laws in March 1996. Mr. Barclay served in various positions with
Blockbuster, including Senior Corporate Counsel from 1993 to 1995 and Corporate
Counsel from 1991 to 1993. Prior to joining Blockbuster, Mr. Barclay was an
attorney in private practice in Miami, Florida.

BOARD OF DIRECTORS

The board of directors develops our business strategy, establishes our
overall policies and standards, and reviews the performance of management in
executing our business strategy and implementing our policies and standards. We
keep directors informed of our operations at meetings and through reports and
analyses presented to the board of directors and committees of the board.
Significant communications between the directors and management also occur apart
from meetings of the board of directors and committees of the board.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors held 10 meetings and took eight actions by unanimous
written consent during 2000. Each incumbent director attended at least 80% of
the total number of meetings of the board of directors and the total number of
meetings held by all committees of the board on which he served.

The board of directors has established three committees: the executive
committee, the audit committee and the compensation committee.

The executive committee consists of Messrs. Huizenga, Hudson and O'Connor.
The executive committee has full authority to exercise all the powers of the
board of directors between meetings of the board of directors, except as
reserved by the board of directors.

The executive committee does not have the power to elect or remove
executive officers, approve a merger of our company, recommend a sale of
substantially all of our assets, recommend a dissolution of our company, amend
our certificate of incorporation or by-laws, declare dividends on our
outstanding securities, or, except as authorized by the board of directors,
issue any common stock or preferred stock. The board of directors has given the
executive committee authority to approve acquisitions, borrowings, guarantees or
other transactions not involving more than $100 million in cash, securities or
other consideration. The executive committee is also charged with corporate
compliance matters. The executive committee took 29 actions by unanimous written
consent during 2000.

The audit committee consists of Messrs. Croghan, Rodriguez and Sorensen.
The audit committee has the power to oversee the retention, performance and
compensation of the independent public accountants for our company, and
establish and oversee such systems of internal accounting and auditing control
as it deems appropriate. The audit committee held four meetings during 2000.

The compensation committee consists of Messrs. Croghan, Rodriguez and
Sorensen. The compensation committee reviews our company's compensation
philosophy and programs, exercises authority with respect to the payment of
salaries and incentive compensation to directors and executive officers, and
administers our company's stock incentive plan. The compensation committee held
10 meetings and took five actions by unanimous written consent during 2000.

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EXECUTIVE COMPENSATION

The following statement made by the compensation committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall
not otherwise be deemed filed under either of these acts.

EXECUTIVE COMPENSATION POLICIES

The compensation committee of the board of directors is responsible for
reviewing and approving executive compensation, including base salaries,
bonuses, awards of stock options and awards under the company's long-term
incentive plan. The compensation committee currently consists of Mr. Sorensen,
the Chairman of the committee, and Messrs. Croghan and Rodriguez, each of whom
is a non-employee director of our company.

Our executive compensation packages are designed to attract, motivate and
retain executive talent. In determining the compensation of our executive
officers, the committee takes into account factors which it considers relevant.
These factors include individual management performance during the year,
consideration of industry trends and business conditions in general, as well as
market compensation for executives of comparable background and experience.

During 2000, the committee selected one of three compensation consulting
firms interviewed to conduct a comprehensive review of executive compensation.
This review was undertaken to determine whether the compensation packages
afforded to our executive officers were competitive and/or complete when
compared with similarly situated companies.

The consultant was asked to review the current compensation packages for
the company's top 25 officers and compare them with packages offered to officers
at a targeted universe of peer group companies. The process of analyzing and
selecting peer group companies included consideration of other companies within
the waste industry and companies which exhibited similar characteristics to
those of our company (i.e., service businesses, emphasis on logistics, size of
employee workforce, financial similarities). The analysis and development of
findings took the consultant several weeks and entailed regular status review
meetings with the committee. Ultimately, the consultant provided the committee
with its findings and analysis, which were taken into account in determining the
committee's policies and bases for compensating the company's executive officers
and its chief executive officer.

The general structure of each executive compensation package remains
primarily weighted toward incentive forms of compensation so that an executive
officer's interests are aligned with the interests of the company's
stockholders. Based on recommendations from the compensation consultant, the
committee adopted the following changes to the components of the 2000 executive
compensation packages, and for subsequent years:

1. Salary. The company's executive officers received salary increases
to be effective as of January 1, 2001, with additional adjustments planned
to be phased in during the next two years. These increases are designed to
place base compensation for the company's executive officers in a more
competitive range with its peer group companies.

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2. Annual Bonus Program. The annual bonus program is part of the cash
compensation package available to our executive officers. For 2000, our
executive officers were eligible to receive bonuses based upon achieving
predetermined levels of (a) earnings per share and (b) free cash flow. Free
cash flow is considered to be our (i) net income, plus (ii) depreciation,
amortization and depletion, less (iii) capital expenditures, less (iv)
working capital consumed. The award percentage for officers was increased
over a two year period commencing in 2000. During 2000, only the
predetermined level of free cash flow was achieved and our executive
officers were granted bonuses accordingly.

3. Stock Options. The annual grants under the company's stock option
program in comparison to the peer group were considered more heavily
weighted relative to the overall compensation package given to the
company's executive officers and have been reduced for 2001. During 2000,
no options were granted to our executive officers.

4. Long-Term Incentive Plan. To provide better balance in total
compensation, the committee implemented a new long-term incentive plan
effective January 1, 2001. While the long-term incentive plan compensates
for the reduction in options granted under the company's stock option
program, it is primarily intended to be a retention tool that also serves
to align management's interests with those of the company's stockholders
over an extended period of time. The long-term incentive plan is a three-
year rolling plan with an initial payout scheduled for 2004, which will be
based upon achieving predetermined levels of (a) cash value creation, which
we define as net income plus after-tax interest expense plus depreciation,
depletion and amortization less capital charges (net average assets
multiplied by our targeted weighted average cost of capital), and (b)
return on invested capital. The committee believes using these variables
serves to align management's interests with the company's stockholders. The
committee also believes these variables tie long-term compensation more
directly to actual executive performance rather than measures based upon
the vagaries of the stock market.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

In determining the 2000 compensation paid to Mr. O'Connor, our Chief
Executive Officer, the committee took into account his abilities, business
experience and performance during the 2000 fiscal year. The committee's
assessment of Mr. O'Connor's performance included expanding our business,
continuing to integrate acquired businesses, increasing profitability and
maximizing stockholder value. During 2000, Mr. O'Connor received a salary of
$501,829 and a bonus of $153,000. The committee believes that tying Mr.
O'Connor's remuneration to the objectives described above, including the
performance of our common stock, will enhance our company's long-term
performance and stability by providing Mr. O'Connor with an incentive to meet
these objectives. The committee believes that Mr. O'Connor's annual salary and
bonus in 2000 represent a fair compensation structure for his services as our
Chief Executive Officer.

COMPENSATION DEDUCTION LIMITATION

Section 162(m) of the Internal Revenue Code imposes a limitation on the
deductibility of nonperformance-based compensation in excess of $1 million paid
to named executive officers. The committee currently believes that the company
should be able to

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continue to manage its executive compensation program for named executive
officers so as to preserve the related federal income tax deductions.

SUMMARY

The committee believes that the company's executive compensation policies
and programs serve the interests of the stockholders and the company
effectively. The committee believes that the compensation packages provided to
our named executive officers provide motivation for executives to contribute to
the company's overall success and enhance stockholder value. The committee will
continue to monitor the effectiveness of the company's compensation programs and
will recommend changes, when appropriate, to meet the company's needs.

Compensation Committee:

Allan C. Sorensen, Chairman
John W. Croghan
Ramon A. Rodriguez

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Croghan, Rodriguez and Sorensen served as members of the
compensation committee throughout 2000. No member of the compensation committee
was an officer or employee of our company during the prior year or was formerly
an officer of our company. During the year ended December 31, 2000, none of our
executive officers served on the compensation committee of any other entity, any
of whose directors or executive officers served either on our board of directors
or on our compensation committee.

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PERFORMANCE GRAPH

The following performance graph compares the performance of our common
stock to the New York Stock Exchange Composite Index and to an index of peer
companies we selected. The peer group consists of Allied Waste Industries, Inc.
and Waste Management, Inc. The graph covers the period from July 1, 1998, the
date of our initial public offering, to December 31, 2000. The graph assumes
that the value of the investment in our common stock and in each index was $100
at July 1, 1998 and that all dividends were reinvested.

CUMULATIVE TOTAL RETURN
BASED ON INITIAL INVESTMENT OF $100 ON JULY 1, 1998

REPUBLIC SERVICES, INC. NYSE COMPOSITE INDEX PEER GROUP
----------------------- -------------------- ----------

6/98 100.00 100.00 100.00
9/98 76.47 87.17 97.37
12/98 72.31 102.95 95.01
3/99 63.48 104.30 86.12
6/99 97.06 111.99 105.55
9/99 42.65 102.43 40.31
12/99 55.88 112.37 35.12
3/00 42.89 111.92 27.72
6/00 62.75 111.09 38.96
9/00 51.47 114.57 35.78
12/00 67.40 113.50 56.90

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EXECUTIVE COMPENSATION

The following tables set forth compensation information regarding our Chief
Executive Officer and our four most highly compensated executive officers during
the year ended December 31, 2000:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION(1) SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) COMPENSATION
--------------------------- ---- -------- -------- ------------ ------------

James E. O'Connor................................ 2000 $501,829 $153,000 -- $ 1,940(3)
(Chief Executive Officer 1999 440,000 -- 200,000 --
and Director) 1998 20,731 8,432 250,000 --

Harris W. Hudson................................. 2000 501,040 -- -- 313,432(3)
(Vice Chairman and Secretary) 1999 484,615 -- 775,000 189,327(3)
1998 396,461 200,000 -- --

James H. Cosman.................................. 2000 421,253 85,000 -- --
(President and Chief 1999 392,308 -- 434,517 --
Operating Officer) 1998 340,961 87,500 -- --

Tod C. Holmes.................................... 2000 275,384 56,000 -- 18,313(4)
(Senior Vice President and 1999 242,308 -- 160,000 45,852(4)
Chief Financial Officer) 1998 187,692 50,000 -- 46,342(4)

David A. Barclay................................. 2000 219,900 39,375 -- --
(Senior Vice President and 1999 200,000 -- 160,382 --
General Counsel) 1998 189,189 30,000 -- --

- -------------------------

(1) Except as specifically set forth in the column entitled "All Other
Compensation," the aggregate total value of perquisites, other personal
benefits, securities or property or other annual compensation did not equal
or exceed $50,000 or ten percent of the annual salary and bonus for any
person named in the chart during 1998, 1999 or 2000. Therefore, this table
does not include that information.
(2) The options listed in this column include options to acquire 258,517,
50,000 and 50,382 shares of our common stock which were issued to Messrs.
Cosman, Holmes and Barclay, respectively, in substitute of options
previously granted to them to acquire shares of AutoNation common stock.
(3) Consists of payments made on behalf of Messrs. O'Connor and Hudson for
aircraft use, which were included in their Form W-2s as compensation.
(4) Consists of certain relocation expenses for Mr. Holmes.

OPTION GRANTS IN YEAR ENDED DECEMBER 31, 2000

None.

YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 2000 DECEMBER 31, 2000
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

James E. O'Connor....................... 206,250 243,750 $159,375 $478,125
Harris W. Hudson........................ 193,750 581,250 166,016 498,047
James H. Cosman......................... 214,091 220,425 127,500 382,500
Tod C. Holmes........................... 52,500 107,500 79,688 239,063
David A. Barclay........................ 58,942 101,390 79,688 239,063

COMPENSATION OF DIRECTORS

We pay each of our non-employee directors $25,000 per year, and $1,000 for
each board or committee meeting they attend. Under our 1998 Stock Incentive
Plan, we grant

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options to purchase shares of common stock to our non-employee directors. As of
March 26, 2001, we have granted options to purchase 230,000 shares of our common
stock to our non-employee directors. We also reimburse our non-employee
directors for reasonable expenses incurred for attending board of director and
committee meetings. We have not adopted any other policies regarding directors'
compensation and benefits.

EMPLOYMENT AGREEMENTS

James E. O'Connor. We entered into a three year employment agreement with
James E. O'Connor to serve as our President and Chief Executive Officer,
effective as of October 25, 2000. The agreement will continue in effect on a
"rolling" three year basis, meaning that at any time during the agreement, three
years will remain in the term of the agreement. The agreement provides that Mr.
O'Connor will continue his service on our board of directors and that Mr.
O'Connor will be nominated for election to our board of directors at each annual
meeting of stockholders during the term of the agreement. The agreement provides
that Mr. O'Connor will receive annual base salary of $510,000 for our 2000
fiscal year, $650,000 for our 2001 fiscal year and $790,000 for our 2002 fiscal
year. Mr. O'Connor's salary for any year after our 2002 fiscal year will be
$790,000 unless our board of directors expressly provides otherwise. Mr.
O'Connor's annual salary may be increased at any time at the discretion of our
board of directors to reflect merit or for other increases.

In addition to his base salary, Mr. O'Connor is eligible for an annual
bonus of up to 60% of his annual base salary during the 2000 and 2001 fiscal
years and for an annual bonus of up to 70% of his annual base salary during the
2002 fiscal year and thereafter, through the term of the agreement. Mr.
O'Connor's annual bonus is based on the achievement of corporate goals and
objectives established by our board of directors or an appropriate committee of
the board of directors. Under the agreement, Mr. O'Connor is entitled to
participate in our stock option plans and other employee compensation programs
that we may establish. Mr. O'Connor also is entitled to health, life and
disability insurance and he may participate in other benefit programs that we
may establish.

Under the agreement, we may terminate Mr. O'Connor at any time with or
without "cause" and Mr. O'Connor may at any time terminate his employment with
or without "good reason," in each case as defined in the agreement. If we
terminate Mr. O'Connor without cause or if Mr. O'Connor terminates his
employment with good reason, then Mr. O'Connor will be entitled to the following
as severance payments:

- Mr. O'Connor will continue to receive his salary through the date of
termination and afterwards for three years from the date of termination,

- Mr. O'Connor will continue to receive his health benefits for a period
ending no later than the third anniversary of the date of termination,

- all of Mr. O'Connor's stock options or other stock grants will
immediately vest in full and remain exercisable until the earlier of
their expiration or three years from the date of termination,

- all incentive cash grants shall immediately vest and be payable to Mr.
O'Connor as if all targets and conditions had been met, except where a
specific service is required of Mr. O'Connor for a specific period of
time, in which case the incentive cash grant will be payable on a pro
rata basis, and

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- Mr. O'Connor will be paid the balance of all amounts credited to his
deferred compensation account.

Upon a change of control, as defined in the agreement, if, within two years
after the change of control, Mr. O'Connor's employment is terminated by us
without cause or if Mr. O'Connor terminates his employment with good reason,
then we are required to pay Mr. O'Connor:

- the severance payments described above, paid in a single lump sum, and

- three times the maximum annual bonus that Mr. O'Connor would have been
eligible to receive in the fiscal year when the termination occurred,
paid in a single lump sum.

Under the agreement, Mr. O'Connor is subject to confidentiality
obligations, as well as non-compete and non-solicitation covenants, for a three
year period following the termination of his employment.

Any successor to our company will be required to assume and perform all of
our covenants, agreements and obligations under the agreement.

Tod C. Holmes. We entered into a two year employment agreement with Tod C.
Holmes to serve as our Senior Vice President and Chief Financial Officer,
effective as of October 25, 2000. The agreement will continue in effect on a
rolling two year basis. The agreement provides that Mr. Holmes will receive an
annual base salary of $280,000 for our 2000 fiscal year, $315,000 for our 2001
fiscal year and $350,000 for our 2002 fiscal year. Mr. Holmes' salary for any
year after our 2002 fiscal year will be $350,000 unless our board of directors
expressly provides otherwise. Mr. Holmes' annual salary may be increased at any
time at the discretion of our board of directors to reflect merit or for other
increases.

In addition to his base salary, Mr. Holmes is eligible for an annual bonus
of up to 40% of his annual base salary during the 2000 and 2001 fiscal years and
for an annual bonus of up to 50% of his annual base salary during the 2002
fiscal year and thereafter, through the term of the agreement. Mr. Holmes'
annual bonus is based on the achievement of corporate goals and objectives
established by our board of directors or an appropriate committee of the board
of directors. Under the agreement, Mr. Holmes is entitled to participate in our
stock option plans and other employee compensation programs that we may
establish. Mr. Holmes also is entitled to health, life and disability insurance
and he may participate in other benefit programs that we may establish.

Under the agreement, we may terminate Mr. Holmes at any time with or
without "cause" and Mr. Holmes may at any time terminate his employment with or
without "good reason," in each case as defined in the agreement. If we terminate
Mr. Holmes without cause or if Mr. Holmes terminates his employment with good
reason, then Mr. Holmes will be entitled to the following as severance payments:

- Mr. Holmes will continue to receive his salary through the date of
termination and afterwards for two years from the date of termination,

- Mr. Holmes will continue to receive his health benefits for a period
ending no later than the second anniversary of the date of termination,

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- all of Mr. Holmes' stock options or other stock grants will immediately
vest in full and will remain exercisable until the earlier of their
expiration or two years from the date of termination,

- all incentive cash grants shall immediately vest and be payable to Mr.
Holmes as if all targets and conditions had been met, except where a
specific service is required of Mr. Holmes for a specific period of time,
in which case the incentive cash grant will be payable on a pro rata
basis, and

- Mr. Holmes will be paid the balance of all amounts credited to his
deferred compensation account.

Upon a change of control, as defined in the agreement, if, within two years
after the change of control, Mr. Holmes' employment is terminated by us without
cause or if Mr. Holmes terminates his employment with good reason, then we are
required to pay Mr. Holmes:

- the severance payments described above, paid in a single lump sum, and

- two times the maximum annual bonus that Mr. Holmes would have been
eligible to receive in the fiscal year when the termination occurred,
paid in a single lump sum.

Under the agreement, Mr. Holmes is subject to confidentiality obligations,
as well as non-compete and non-solicitation covenants, for a three year period
following the termination of his employment.

Any successor to our company will be required to assume and perform all of
our covenants, agreements and obligations under the agreement.

David A. Barclay. We entered into a two year employment agreement with
David A. Barclay to serve as our Senior Vice President and General Counsel,
effective as of October 25, 2000. The agreement is substantially on the same
terms as Mr. Holmes' agreement, which is described above, except that Mr.
Barclay will receive an annual base salary of $225,000 for our 2000 fiscal year,
$260,000 for our 2001 fiscal year and $300,000 for our 2002 fiscal year. Mr.
Barclay's salary for any year after our 2002 fiscal year will be $300,000 unless
our board of directors expressly provides otherwise. Also, Mr. Barclay is
eligible for an annual bonus of up to 35% of his annual base salary during the
2000 and 2001 fiscal years and for an annual bonus of up to 40% of his annual
base salary during the 2002 fiscal year and thereafter, through the term of the
agreement.

James H. Cosman, Sr. We entered into an amended and restated employment
agreement with James H. Cosman, Sr. effective as of October 12, 2000 for Mr.
Cosman to serve as our President and Chief Operating Officer from October 12,
2000 through December 31, 2000, and, beginning on January 1, 2001, for Mr.
Cosman to assist our company with special projects, in a special projects
position through the term of the agreement. Unless earlier terminated in
accordance with its terms, Mr. Cosman's agreement will expire on January 6,
2005. The agreement provides that while Mr. Cosman is serving as our President
and Chief Operating Officer he will be paid an annual base salary of $425,000,
and while he is serving in the special projects position, he will be paid an
annual base salary of $212,500.

In addition to his annual base salary, during his service as our President
and Chief Operating Officer, Mr. Cosman is eligible to receive an annual bonus
of up to 50% of his annual base salary, which will be based upon the achievement
of corporate goals and

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objectives established by our board of directors. During his service in the
special projects position, Mr. Cosman will not participate in any bonus program.
During the term of the agreement, Mr. Cosman may participate in any health or
workers' compensation insurance programs, vacation and sick leave programs and
401(k) plans we establish. Mr. Cosman will not be eligible to participate in our
stock option plans; however, stock options previously granted to Mr. Cosman will
continue to vest and be exercisable in accordance with the terms of the options
granted.

Beginning on January 6, 2003, Mr. Cosman may, upon not less than 30 days
prior written notice, retire as an employee of the company. If Mr. Cosman
retires as an employee of the company, he will have the option of receiving the
remaining base salary under the agreement payable in one lump sum, less any
applicable withholding taxes. Upon his retirement as an employee of the company,
Mr. Cosman's participation in the benefits programs described in the agreement
will immediately terminate except as provided for by law. Also, upon Mr.
Cosman's retirement as an employee of the company all unvested options shall
immediately vest, and all vested and unexercised options shall be immediately
exercisable for a period beginning on Mr. Cosman's retirement date and
continuing through the third anniversary of his retirement date.

At any time during the term of the agreement, we may terminate Mr. Cosman
without cause and Mr. Cosman may terminate his employment with good reason. If
either of these events occurs, then Mr. Cosman will be entitled to:

- receive his base salary at the level in effect at the time of his
termination,

- the continued vesting of his options, and

- the continuation of his health insurance benefits for a period ending
with the term of the agreement.

Under the agreement, Mr. Cosman is subject to confidentiality obligations,
as well as to non-compete and non-solicitation covenants, for a period of three
years following the termination of his employment.

STOCK INCENTIVE PLAN

In July 1998, we adopted the Republic Services 1998 Stock Incentive Plan to
provide for the grant of options to purchase shares of common stock, stock
appreciation rights and stock grants to employees, non-employee directors and
consultants who are eligible to participate in the Stock Incentive Plan. The
Stock Incentive Plan provides for the grant of options to employees and
independent contractors at the discretion of our board of directors.
Additionally, the Stock Incentive Plan provides for an automatic grant of an
option to purchase 50,000 shares of common stock to each member of the board of
directors who joins the board of directors as a non-employee director, and an
additional automatic grant of an option to purchase 10,000 shares of common
stock at the beginning of each fiscal year after the member joins the board if
he remains as a board member. We have reserved 20 million shares of common stock
for issuance under the Stock Incentive Plan.

As of March 26, 2001, we had options to purchase approximately 15.0 million
shares of our common stock outstanding under our 1998 Stock Incentive Plan.

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LONG-TERM INCENTIVE PLAN

In January 2001, we adopted the Republic Services Long-Term Incentive Plan.
Our key executive officers are eligible to participate in the plan. The plan
tracks our performance over three-year periods beginning on January 1, 2001,
with a new three-year period beginning on January 1 of each subsequent year.
Cash payments under the long-term incentive plan will be made following the end
of each three-year period based on the achievement of specified pre-set
financial objectives that emphasize profitable growth, improved asset
utilization, increased free cash flow and increased returns on invested capital.

401(K) PLAN

We have adopted a 401(k) Savings and Retirement Plan that qualifies for
preferential tax treatment under section 401(a) of the Internal Revenue Code.
Under the plan, all of our employees who are not covered by a collective
bargaining agreement may participate in the plan following 90 days of service
with the company. Our employees are permitted to contribute up to 15% of their
salaries (up to a maximum contribution of $10,500 per year). We match one-half
of the first four percent of an employee's contributions under the plan in
shares of our common stock. The match is made on a quarterly basis and is fully
vested when made.

SUPPLEMENTAL SAVINGS PLAN

We have adopted the Republic Services, Inc. Supplemental Savings
Plan -- Salary Deferral Agreement. This plan is designed to provide an
opportunity for our key employees to participate in a retirement program that is
similar to the provisions of our 401(k) plan without the restrictions of the
Internal Revenue Code and the discrimination testing that prevents meaningful
accumulations for key, highly compensated employees. Eligibility for the plan is
determined by and at the discretion of the compensation committee. Participants
elect to make pre-tax payroll-deducted salary deferrals to the plan at the
beginning of each plan year at any percentage up to 15%, including the amount
contributed under our 401(k) plan. Where the company match was also restricted
under the 401(k) plan (notably for employees earning in excess of $170,000), a
corresponding match amount in our common stock is available under this plan. The
match will be funded at year end and will be calculated based upon the formula
of $.50 for each dollar deferred to a maximum of 4% of gross compensation
inclusive of the amounts funded within the 401(k) plan, but not subject to IRS
limitations.

EMPLOYEE STOCK PURCHASE PLAN

We have adopted the Republic Services Amended and Restated Employee Stock
Purchase Plan. All of our employees who work at least 20 hours per week and have
worked for us at least three months may voluntarily participate in the plan.
During specified offering periods, these eligible employees may, through payroll
deductions, buy whole and fractional shares of our common stock at a purchase
price equal to 85% of the lower of (1) the fair market value of our common stock
on the first day of the offering period and (2) the fair market value of our
common stock on the last day of the offering period. Employees may sell the
common stock purchased under the plan after they have owned the shares for at
least 180 consecutive days.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Before our initial public offering on July 1, 1998, we had been a wholly
owned subsidiary of AutoNation. AutoNation currently owns no shares of our
common stock. Mr. Huizenga is the Chairman of the Board of AutoNation, and Mr.
Hudson is the Vice Chairman and a director of AutoNation. As of March 26, 2001,
Messrs. Huizenga and Hudson directly or indirectly beneficially owned in
aggregate more than 10% of AutoNation's outstanding common stock, including
their presently exercisable options to purchase AutoNation common stock. As a
result, the following transactions between our company and AutoNation may be
deemed to be intercompany or related party transactions.

SEPARATION AND DISTRIBUTION AGREEMENT

The Separation and Distribution Agreement that we entered into with
AutoNation in June 1998 provided for the principal corporate transactions
required to effect our separation from AutoNation, and for other arrangements
governing the future relationship between our company and AutoNation. The
agreement provides for indemnification by each party in favor of the other party
with respect to specified matters relating to the Separation and Distribution
Agreement, our initial public offering and the secondary offering of our common
stock owned by AutoNation. The Separation and Distribution Agreement also
provides for indemnifications between our company and AutoNation regarding
contingent liabilities primarily relating to our respective businesses or
otherwise assigned to our company, and provides that the parties will each have
the exclusive right to any benefit received with respect to any contingent gain
that primarily relates to the business of that party, or that is expressly
assigned to that party. Under the terms of the Separation and Distribution
Agreement, AutoNation has agreed that, for a period of five years after we are
no longer a subsidiary of AutoNation, AutoNation will not directly or indirectly
compete with us in the solid waste services industry anywhere in North America,
and we have agreed that, for a period of five years after that time, we will not
directly or indirectly compete with AutoNation in the automotive retail or
vehicle rental industries anywhere in North America.

TAX INDEMNIFICATION AND ALLOCATION AGREEMENT

In connection with our separation from AutoNation, we entered into a Tax
Indemnification and Allocation Agreement with AutoNation that provides that
AutoNation will indemnify us for income taxes that we might incur with respect
to certain internal restructuring transactions that we entered into in June 1998
in connection with our initial public offering.

We were included in AutoNation's consolidated group for federal income tax
purposes for periods during which AutoNation beneficially owned at least 80% of
the total voting power and value of our outstanding common stock. Each
corporation that is a member of a consolidated group during any portion of the
group's tax year is jointly and severally liable for the federal income tax
liability of the group for that year. We and our subsidiaries stopped being
members of AutoNation's consolidated group after we became a public company in
July 1998. The Tax Indemnification and Allocation Agreement allocates tax
liabilities between AutoNation and our company during the periods when we were
included in AutoNation's consolidated group, and provides each company rights of
indemnification.

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LEASE

In July 1998, we signed a lease with a subsidiary of AutoNation for 10,555
square feet of office space at AutoNation's corporate headquarters in Fort
Lauderdale, Florida. The annual lease rate is $220,320 ($20.40 per square foot),
and we pay for certain common area maintenance charges.

Effective January 1999, we amended the lease to increase the space we are
renting to 14,443 square feet at an annual rate of $294,637 ($20.40 per square
foot). The lease had an initial term of one year which we renewed in July 1999
for an additional one year term through June 2000. The rent includes utilities,
security, parking, building maintenance and cleaning services.

Effective April 4, 2000, we amended the lease further to increase the space
we are renting to 29,217 square feet at an annual rate of $20.40 per square foot
through December 31, 2000, $23.54 per square foot from January 1, 2001 through
December 31, 2001 and thereafter increasing each year by 3% per square foot over
the prior year's rate. The lease runs through February 28, 2003. We may
terminate the lease on 18 months written notice.

We believe that the lease is on terms no less favorable than could be
obtained from persons unrelated to our company.

OTHER TRANSACTIONS WITH AUTONATION

During 2000, we collected solid waste from, and leased roll-off containers
to, certain automotive retail and other properties of AutoNation. We provided
all of these services at standard rates. We continue to provide these services
to AutoNation on the same terms. During 2000, we rented vehicles from ANC Rental
Corporation, which, until June 2000, was a subsidiary of AutoNation, under
standard form vehicle rental agreements under which we were charged standard
rates.

In March 2000, we sold a jet to AutoNation for approximately $4.7 million,
which we believe approximated its fair market value. In January 2001, we
repurchased the jet from AutoNation for approximately the same amount, which was
based on the then current net asset value plus the agreed upon value of certain
repairs performed by AutoNation before the repurchase.

OTHER TRANSACTIONS WITH RELATED PARTIES

The following is a summary of other agreements and transactions that we are
involved in with related parties. It is our policy that transactions with
related parties must be on terms that, on the whole, are no less favorable than
those that would be available from unaffiliated parties. Based on our
experience, it is our belief that all of these transactions met that standard at
the time such transactions were effected.

Pro Player Stadium is a professional sports stadium in South Florida that
is owned and controlled by Mr. Huizenga. One of our subsidiaries collected solid
waste from, and leased roll-off waste containers to, Pro Player Stadium pursuant
to standard agreements under which Pro Player Stadium paid an aggregate of
$282,149 in 2000. During 2000, one of our subsidiaries collected solid waste
from the National Car Rental Center, an arena in Broward County, Florida, which
is operated by a subsidiary of Boca Resorts. For these services, our subsidiary
was paid an aggregate of $97,459. Mr. Huizenga is the Chairman of and controls
Boca Resorts, and Mr. Hudson is a director of Boca Resorts. We expect to
continue to provide these services in 2001 on the same terms.

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INDEPENDENT PUBLIC ACCOUNTANTS

Our Board of Directors has, in accordance with the recommendation of its
Audit Committee, chosen the firm of Arthur Andersen LLP as our independent
public accountants. Representatives of Arthur Andersen are expected to be
present and available to respond to appropriate questions at the annual meeting
and they will have the opportunity to make a statement if they desire to do so.

AUDIT FEES

Arthur Andersen's fees for our 2000 annual audit and review of interim
financial statements were $575,000.

ALL OTHER FEES

Arthur Andersen's fees for all other services performed during fiscal 2000
approximated $4,200,000. Arthur Andersen did not perform any services for our
company during 2000 relating to financial information system design and
implementation.

The audit committee of the board of directors believes that the provision
of services described above under the caption "All Other Fees" is compatible
with maintaining the independence of our independent public accountants.

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AUDIT COMMITTEE REPORT

The following statement made by the audit committee shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, and shall not
otherwise be deemed filed under either of these acts.

The audit committee of the board of directors has reviewed and discussed
the consolidated financial statements of the company to be set forth in the
company's 2000 Annual Report to Stockholders and Item 8 of the company's Annual
Report on Form 10-K for the year ended December 31, 2000 with management of the
company and Arthur Andersen LLP, independent accountants for the company.

The audit committee has discussed with Arthur Andersen LLP the matters
required to be discussed by Statement on Audit Standards No. 61, "Communication
with Audit Committees," as amended, which includes, among other items, matters
relating to the conduct of an audit of the company's financial statements.

The audit committee has received the written disclosures and the letter
from Arthur Andersen LLP required by Independence Standards Board Standard No. 1
and has discussed with Arthur Andersen LLP their independence from the company.

Based on the review and discussions with management of the company and
Arthur Andersen LLP referred to above, the audit committee has recommended to
the board of directors that the company publish the consolidated financial
statements of the company for the year ended December 31, 2000 in the company's
Annual Report on Form 10-K for the year ended December 31, 2000 and in the
company's 2000 Annual Report to Stockholders.

Audit Committee:

John W. Croghan, Chairman
Ramon A. Rodriguez
Allan C. Sorensen

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of (1) Forms 3 and 4 and amendments to each form
furnished to us pursuant to Rule 16a-3(e) under the Exchange Act during our
fiscal year ended December 31, 2000, (2) any Forms 5 and amendments to the form
furnished to us with respect to our fiscal year ended December 31, 2000, and (3)
any written representations referred to us in subparagraph (b)(2)(i) of Item 405
of Regulation S-K under the Exchange Act, no person who at any time during the
fiscal year ended December 31, 2000 was a director, officer or, to our
knowledge, a beneficial owner of more than 10% of our common stock failed to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the fiscal year ended December 31, 2000 or prior fiscal years.

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SECURITY OWNERSHIP OF
BENEFICIAL OWNERS AND MANAGEMENT

The following table shows certain information as of March 26, 2001 with
respect to the beneficial ownership of common stock by (1) each of our
stockholders who is known by us to be a beneficial owner of more than 5% of our
outstanding common stock, (2) each of our directors, (3) our Chief Executive
Officer and each of our four other most highly compensated officers, and (4) all
of our current directors and executive officers as a group. We have adjusted
share amounts and percentages shown for each individual, entity or group in the
table to give effect to shares of common stock that are not outstanding but
which the individual, entity or group may acquire upon exercise of all options
exercisable within 60 days of March 26, 2001. However, we do not deem these
shares of common stock to be outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by any other individual,
entity or group.

SHARES BENEFICIALLY OWNED
NAME OF -------------------------
BENEFICIAL OWNER NUMBER PERCENT
---------------- ----------- --------

Subsidiaries of FMR Corporation............................. 21,291,540(1) 12.5%
Cascade Investment LLC...................................... 15,217,500(2) 8.9%
Wellington Management Company, LLP.......................... 11,589,300(3) 6.8%
Vanguard Windsor Funds -- Vanguard Windsor Fund............. 10,574,800(4) 6.2%
Franklin Mutual Advisors, LLC............................... 9,973,000(5) 5.8%
H. Wayne Huizenga........................................... 400,000(6) *
James E. O'Connor........................................... 213,450(7) *
Harris W. Hudson............................................ 356,250(8) *
John W. Croghan............................................. 180,000(9) *
Ramon A. Rodriguez.......................................... 70,000(10) *
Allan C. Sorensen........................................... 80,000(11) *
James H. Cosman............................................. 326,445(12) *
Tod C. Holmes............................................... 88,133(13) *
David A. Barclay............................................ 84,037(14) *
All directors and executive officers as a group (8
persons).................................................. 1,471,870(15) *

- -------------------------

* Less than 1 percent
(1) Includes 16,806,330 shares owned by Fidelity Management & Research Company,
3,103,010 shares owned by Fidelity Management Trust Company and 1,382,200
shares owned by Fidelity International Limited. Fidelity Management &
Research, Fidelity Management Trust and Fidelity International Limited are
each wholly-owned subsidiaries of FMR Corporation. This information is
based on Amendment No. 5 to Schedule 13G filed with the SEC by FMR
Corporation, dated February 14, 2001.
(2) Based on Amendment No. 2 to Schedule 13G filed with the SEC by Cascade
Investment, dated February 9, 2001.
(3) Based on the Schedule 13G filed with the SEC by Wellington Management
Company, LLP, dated February 14, 2001.
(4) Based on the Schedule 13G filed with the SEC by Vanguard Windsor
Funds -- Vanguard Windsor Fund, dated February 14, 2001.
(5) Based on the Schedule 13G filed with the SEC by Franklin Mutual Advisors,
LLC, dated January 19, 2001.
(6) The aggregate amount of common stock beneficially owned by Mr. Huizenga
consists of vested options to purchase 400,000 shares.
(7) The aggregate amount of common stock beneficially owned by Mr. O'Connor
consists of 7,200 shares owned directly by him and vested options to
purchase 206,250 shares.
(8) The aggregate amount of common stock beneficially owned by Mr. Hudson
consists of vested options to purchase 356,250 shares.
(9) The aggregate amount of common stock beneficially owned by Mr. Croghan
consists of 100,000 shares owned directly by him and vested options to
purchase 80,000 shares.
(10) The aggregate amount of common stock beneficially owned by Mr. Rodriguez
consists of vested options to purchase 70,000 shares.
(11) The aggregate amount of common stock beneficially owned by Mr. Sorensen
consists of vested options to purchase 80,000 shares.

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(12) The aggregate amount of common stock beneficially owned by Mr. Cosman
consists of 27,725 shares owned by Mr. Cosman and his wife as joint tenants
and vested options to purchase 298,720 shares.
(13) The aggregate amount of common stock beneficially owned by Mr. Holmes
consists of 10,633 shares owned directly by him and vested options to
acquire 77,500 shares.
(14) The aggregate amount of common stock beneficially owned by Mr. Barclay
consists of vested options to acquire 84,037 shares.
(15) The aggregate amount of common stock beneficially owned by all directors
and executive officers as a group consists of (a) 117,833 shares and (b)
vested options to purchase 1,354,037 shares.

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PROPOSAL 1

ELECTION OF DIRECTORS

The board of directors currently consists of six members. The board of
directors has designated the persons named below as nominees for election as
directors, for a term expiring at the annual meeting of stockholders in the year
2002. All nominees are currently serving as directors. Each director is elected
by the affirmative vote of a plurality of the votes cast by the shares of common
stock present at the annual meeting, in person or by proxy, and entitled to vote
for the election of directors. It is the intention of the persons named in the
enclosed form of proxy to vote the proxies they receive for the election of the
nominees named below, unless a particular proxy withholds authorization to do so
or provides other contrary instructions. Each of the nominees has indicated that
he is willing and able to serve as a director. If before the annual meeting any
nominee becomes unable to serve, an event which is not anticipated by the board
of directors, the proxies will be voted for the election of whomever the board
of directors may designate.

NOMINEES FOR DIRECTOR

H. Wayne Huizenga
Harris W. Hudson
James E. O'Connor
John W. Croghan
Ramon A. Rodriguez
Allan C. Sorensen

Beginning on page 2 of this proxy statement we provide biographical
information relating to each of these nominees for director under the heading
"Biographical Information Regarding Directors/Nominees and Executive Officers."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. PROXY CARDS EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

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PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The board of directors, upon recommendation of the audit committee, has
approved and recommends the appointment of Arthur Andersen LLP as independent
public accountants of our company and its subsidiaries for the year ending
December 31, 2001.

Arthur Andersen LLP has been serving AutoNation and our company in this
capacity since May 1990. A representative of Arthur Andersen LLP is expected to
attend the annual meeting and be available to respond to appropriate questions.
The representative will also be afforded an opportunity to make a statement, if
he desires to do so.

Ratification of the board of directors' selection of Arthur Andersen LLP
will require the affirmative vote of the holders of a majority of the total
shares of common stock present at the annual meeting, in person or by proxy, and
entitled to vote on the matter at the annual meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF
OUR COMPANY FOR THE YEAR ENDING DECEMBER 31, 2001, AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

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STOCKHOLDER PROPOSALS

We must receive any proposals of stockholders intended to be presented at
the year 2002 annual meeting for inclusion in the proxy statement and form of
proxy relating to that meeting not later than December 1, 2001. We suggest that
proponents submit their proposals by certified mail, return receipt requested.
Detailed information for submitting resolutions will be provided upon written
request to the Secretary of our company at Republic Services, Inc., 110 S.E. 6th
Street, Fort Lauderdale, Florida 33301. We have not received any stockholder
proposals for inclusion in this proxy statement.

OTHER MATTERS

You are again invited to attend the annual meeting at which our management
will present a review of our progress and operations.

Management does not intend to present any other items of business and knows
of no other matters that will be brought before the annual meeting. However, if
any additional matters are properly brought before the annual meeting, the
persons named in the enclosed proxy shall vote the proxies in their discretion
in the manner they believe to be in the best interest of our company. We have
prepared the accompanying form of proxy at the direction of the board of
directors and provide it to you at the request of the board of directors. Your
board of directors has designated the proxies named therein.

23
27

EXHIBIT A

AUDIT COMMITTEE CHARTER

REPUBLIC SERVICES, INC.
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

FEBRUARY 27, 2001

The Audit Committee is appointed by the Board of Directors (the "Board") to
assist the Board in monitoring (1) the integrity of the financial statements of
the Company, (2) the compliance by the Company with legal and regulatory
requirements and (3) the independence and performance of the Company's internal
and external auditors.

The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. The members of the Audit
Committee shall be appointed by the Board.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

(1) Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

(2) Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

(3) Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.

(4) Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q.

(5) Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.

(6) Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditors or management.

(7) Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the Board.

A-1
28

(8) Approve the fees to be paid to the independent auditor.

(9) Receive periodic reports from the independent auditor regarding
the auditor's independence (which reports shall include a disclosure of the
fees paid by the Company to the independent auditor for non-audit
services), discuss such reports with the auditor, and if so determined by
the Audit Committee, recommend that the Board take appropriate action to
satisfy itself of the independence of the auditor.

(10) Evaluate together with the Board the performance of the
independent auditor and, if so determined by the Audit Committee, recommend
that the Board replace the independent auditor.

(11) Review the appointment and replacement of the senior internal
auditing executive.

(12) Review the significant reports to management prepared by the
internal auditing department and management's responses.

(13) Meet with the independent auditor prior to the audit to review
the planning and staffing of the audit.

(14) Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934 has not been implicated.

(15) Obtain reports from management, the Company's senior internal
auditing executive and the independent auditor that the Company's
subsidiary and foreign affiliated entities are in conformity with
applicable legal requirements and the Company's Code of Conduct.

(16) Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.

(17) Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:

(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

(b) Any changes required in the planned scope of the internal
audit.

(18) Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement.

(19) Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations and
with the Company's Code of Conduct.

(20) Review with the Company's General Counsel legal matters that may
have a material impact on the financial statements, the Company's
compliance policies and any material reports or inquiries received from
regulators or governmental agencies.

(21) Meet at least annually with the Chief Financial Officer, the
senior internal auditing executive and the independent auditor in separate
executive sessions.

A-2
29

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's Code of Conduct.

A-3
30

PROXY

REPUBLIC SERVICES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

James E. O'Connor and David A. Barclay, each with power of substitution, are
hereby authorized to vote all shares of common stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Stockholders
of Republic Services, Inc. to be held on May 16, 2001, or any postponements or
adjournments of the meeting, as indicated hereon.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2 SET FORTH ON
THE OTHER SIDE. As to any other matter, said proxies shall vote in accordance
with their best judgment.

The undersigned hereby acknowledges receipt of the Notice of the 2001 Annual
Meeting of Stockholders, the proxy statement and the annual report for the
fiscal year ended December 31, 2000 furnished with this proxy.

1. Election of [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote for [ ] *EXCEPTIONS (FOR all
directors: below all nominees listed below nominees except as indicated in
space below)

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES. The Nominees:
H. Wayne Huizenga, Harris W. Hudson, James E. O'Connor, John W. Croghan, Ramon
A. Rodriguez and Allan C. Sorensen.

* INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box above and write that nominee's name in the
space provided below.

Exceptions
- --------------------------------------------------------------------------------

(Continued and to be signed on reverse side)
31

2. Ratification of the appointment of Arthur Andersen 3. In their discretion, on such other matters as may
LLP as independent public accountants for 2001: properly come before the meeting.
[ ] Change of Address and/or Comments Mark Here:

----------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ] ----------------------------------------------------
----------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP.

Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. If acting as attorney, executor,
trustee, or in any representative capacity,
sign name and title.
Dated -----------------------------------,
2001
---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
Votes must be indicated with [X] in black or
blue ink.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.