FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * OCONNOR JAMES E   2. Issuer Name and Ticker or Trading Symbol REPUBLIC SERVICES INC [RSG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman/Chief Executive Offic (Last) (First) (Middle) 110 S.E. 6TH STREET, 28TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2008 (Street) FORT LAUDERDALE, FL 33301 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/09/2008   A(1)   106,383 A $ 0 452,493.6805 (2) D   Common Stock               1,539.0384 (3) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 23.74

12/09/2008

A

237,640

(4)

12/09/2015

Common Stock

237,640

$ 0

237,640

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OCONNOR JAMES E 110 S.E. 6TH STREET 28TH FLOOR FORT LAUDERDALE, FL 33301	X		Chairman/Chief Executive Offic

Signatures

/s/ David A. Barclay, Attorney-in-Fact		12/11/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant of restricted shares of common stock pursuant to the Republic Services, Inc. 2007 Stock Incentive Plan. The award vests in 4 equal annual installments commencing December 9, 2009.
(2)	The total reflects contributions to, and dividends paid under, the Company's Deferred Compensation Plan and the Employee Stock Purchase Plan since the last report filed.
(3)	The total reflects dividends paid under the Company's 401(k) Plan since the last report filed.
(4)	Non-Qualified Stock Option awarded pursuant to the Republic Services, Inc. 2007 Stock Incentive Plan. The option vests in 4 equal annual installments commencing December 9, 2009.

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