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

                                      FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    -----------

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

            DELAWARE                                          36-3640402
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification Number)

             1419 LAKE COOK ROAD, SUITE 410, DEERFIELD, ILLINOIS 60015
                      (Address of principal executive offices)

                      STERICYCLE, INC. 1997 STOCK OPTION PLAN
                              (Full title of the plan)

                                 MARK C. MILLER
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  STERICYCLE, INC.
                           1419 LAKE COOK ROAD, SUITE 410
                             DEERFIELD, ILLINOIS 60015
                                   (847) 945-6550
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

======================================================================================================
                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
TITLE OF SECURITIES          AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
 TO BE REGISTERED           REGISTERED(1)        PER SHARE(1)           PRICE(1)              FEE
- ------------------------------------------------------------------------------------------------------
                                                                                
Common Stock, par         1,500,000 shares         $15.375           $23,062,500.00         $6,988.64
value $.01 per share
======================================================================================================

(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1), on the
    basis of the average of the high and low reported sales price on March 23,
    1998 of a share of the Registrant's Common Stock on the Nasdaq National 
    Market.

                                       PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The information required by Item 1 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required by Item 2 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.

                                      PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The Registrant incorporates by reference in this Registration Statement 
the following documents which the Registrant has filed with the Securities 
and Exchange Commission (the "Commission"):

          (a)  the Annual Report on Form 10-K which the Registrant filed for 
     the fiscal year ended December 31, 1996;

          (b)  the Quarterly Reports on Form 10-Q which the Registrant filed 
     for the quarters ended March 31, June 30 and September 30, 1997, 
     respectively;

          (c)  the Current Report on Form 8-K, dated May 21, 1997, which the 
     Registrant filed on June 5, 1997; and

          (d)  the description of the Registrant's Common Stock, par value 
     $.01 per share, contained in the Registration Statement on Form 8-A which
     the Registrant filed on August 21, 1996, together with any amendment or 
     report that the Registrant may file for the purpose of updating this 
     description.

     All documents that the Registrant files with the Commission pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, after the filing of this Registration Statement but prior to the 
filing of a post-effective amendment which (i) indicates that all of the 
shares of the Registrant's Common Stock covered by this Registration 
Statement (the "Shares") have been sold, or which (ii) deregisters all of the 
Shares then remaining unsold, shall be deemed to be incorporated by reference 
in and to be part of this Registration Statement from their respective dates 
of filing.

     Any statement in a document incorporated or deemed to be incorporated by 
reference in this Registration Statement shall be deemed to be modified or 
superseded to the extent that a statement in this Registration Statement, or 
in any document filed after the filing of this Registration Statement which 
is deemed to be incorporated by reference in this Registration Statement, 
modifies or supersedes the earlier statement. The earlier statement shall be 
deemed to be incorporated in this Registration Statement only as so modified 
or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES

This item is not applicable.

                                       2

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Shares is being passed upon for the Registrant by 
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 
60601, who serve as the Registrant's outside general counsel. Members and 
associates of and lawyers of counsel to Johnson and Colmar directly or 
indirectly beneficially own 2,694 shares of the Registrant's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     In response to this item, the Registrant incorporates by reference in 
this Registration Statement its response to Item 14 ("Indemnification of 
Directors and Officers") of Part II ("Information Not Required in 
Prospectus") of the Registration Statement on Form S-1 which the Registrant 
filed on June 11, 1996 (Registration No. 333-05665) and which, as amended, 
was declared effective on August 22, 1996. 

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     This item is not applicable.

ITEM 8.   EXHIBITS

  4.1   Stericycle, Inc. 1997 Stock Option Plan

  5.1   Opinion of Johnson and Colmar

 23.1   Consent of Ernst & Young LLP

 23.2   Consent of Johnson and Colmar (filed as part of Exhibit 5.1)

 25.1   Power of attorney (included under the caption "Power of Attorney" on 
        page 5).

ITEM 9.   UNDERTAKINGS

RULE 415 OFFERING

     The Registrant undertakes:

          (1)  to file, during any period in which offers or sales are being 
     made, a post-effective amendment to this Registration Statement:

               (a)  to include any prospectus required by Section 10(a)(3) of 
          the Securities Act of 1933, as amended (the "Securities Act");

               (b)  to reflect in the prospectus any facts or events arising 
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment) which, individually or in the 
          aggregate, represent a fundamental change in the information set 
          forth in this Registration Statement; and

               (c)  to include any material information with respect to the 
          plan of distribution not previously disclosed in this Registration 
          Statement or any material change to such information in this 
          Registration Statement;

     provided, however, that undertakings (1)(a) and (1)(b) shall not apply 
     if the information required to be included in a post-effective amendment 
     by those undertakings is contained in periodic reports filed with or 
     furnished to the Commission by the Registrant pursuant to Section 13 or 
     Section 15(d) of the 

                                       3

     Securities Exchange Act of 1934, as amended (the "Exchange Act") which 
     are incorporated by reference in this Registration Statement;

          (2)  that, for the purpose of determining any liability under the 
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and 
     the offering of such securities at that time shall be deemed to be the 
     initial bona fide offering thereof; and

          (3)  to remove from registration by means of a post-effective 
     amendment any of the securities being registered which remain unsold at the
     termination of the offering; and

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

     The Registrant undertakes that, for purposes of determining any 
liability under the Securities Act, each filing of the Registrant's annual 
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act which 
is incorporated by reference in this Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

COMMISSION POSITION ON INDEMNIFICATION

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the Delaware General Corporation Law or the 
Registrant's amended and restated certificate of incorporation, as described 
in Item 6, or otherwise, the Registrant has been advised that in the opinion 
of the Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable. In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the Shares, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Securities 
Act and will be governed by the final adjudication of such issue.

                                       4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Village of Deerfield, State of Illinois, on 
March 20, 1998.

                                     STERICYCLE, INC.

                                     By  /s/ MARK C. MILLER
                                        -----------------------------------
                                         Mark C. Miller
                                         President and Chief Executive Officer 

                                 POWER OF ATTORNEY

     Each person whose signature appears below who is then an officer or 
director of the Registrant authorizes Mark C. Miller and Frank J.M. ten 
Brink, or either of them, with full power of substitution and resubstitution, 
to sign in his name and to file any amendments (including post-effective 
amendments) to this Registration Statement) and all related documents 
necessary or advisable to enable the Registrant to comply with the Securities 
Act of 1933, as amended, in connection with the registration of the 
securities which are the subject of this Registration Statement, which 
amendments may make such changes in this Registration Statement (as it may be 
so amended) as Mark C. Miller or Frank J.M. ten Brink, or either of them, may 
deem appropriate, and to do and perform all other related acts and things 
necessary to be done.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated.

           NAME                       TITLE                      DATE

    /s/ JACK W. SCHULER     
- ----------------------------    Chairman of the Board of         March 20, 1998
      Jack W. Schuler           Directors

    /s/ MARK C. MILLER     
- ----------------------------    President, Chief Executive       March 20, 1998
      Mark C. Miller            Officer and a Director           
                                (Principal Executive
                                Officer)
                                                            
 /s/ FRANK J.M. TEN BRINK                                   
- ----------------------------
   Frank J.M. ten Brink         Vice President, Finance and      March 20, 1998
                                Chief Financial Officer          
                                (Principal Financial and         
                                Accounting Officer)              

     /s/ ROD DAMMEYER                                       
- ----------------------------    Director                         March 20, 1998
      Rod Dammeyer

                                       5

   /s/ PATRICK F. GRAHAM                                    
- ----------------------------    Director                         March 20, 1998
     Patrick F. Graham

     /s/ JOHN PATIENCE      
- ----------------------------    Director                         March 20, 1998
       John Patience

      /s/ PETER VARDY                                       
- ----------------------------    Director                         March 20, 1998
        Peter Vardy

/s/ L. JOHN WILKERSON, Ph.D            
- ----------------------------    Director                         March 20, 1998
  L. John Wilkerson, Ph.D.

                                       6

                                 INDEX TO EXHIBITS

                                                                   SEQUENTIALLY
   EXHIBIT                                                           NUMBERED
   NUMBER                         DESCRIPTION                          PAGE
- -------------       ---------------------------------------        ------------
     4.1            Stericycle, Inc. 1997 Stock Option Plan               8

     5.1            Opinion of Johnson and Colmar                        13

    23.1            Consent of Ernst & Young LLP                         14

    23.2            Consent of Johnson and Colmar (filed as              
                    part of Exhibit 5.1)

    24.1            Power of Attorney (included under the
                    caption "Power of Attorney" on page 5).

                                       7

                                                                    EXHIBIT 4.1

                                  STERICYCLE, INC.

                               1997 STOCK OPTION PLAN

                                     ARTICLE 1

                                      PURPOSE

     The purpose of this Plan is to permit the Company to grant stock options 
to selected officers, directors and employees of the Company and its 
Subsidiaries, and to selected consultants to the Company, in order to reward 
them for their efforts on the Company's behalf and to provide an additional 
incentive to contribute to the Company's attainment of its performance 
objectives.

                                     ARTICLE 2

                                    DEFINITIONS

     BOARD means the Company's Board of Directors.

     COMMON STOCK means the Company's Common Stock, par value $.01 per share.

     CLOSING PRICE means the last reported sales price of a share of Common 
Stock on the Nasdaq National Market.

     COMPANY means Stericycle, Inc., a Delaware corporation.

     DIRECTOR means a director of the Company.

     ELIGIBLE PERSON means a person or entity eligible under Article 6 to be 
granted an Option.

     EMPLOYEE means a full-time employee of the Company or any Subsidiary.

     EXPIRATION DATE means (i) in the case of an Option which is or may 
become exercisable in full at one time, the last day on which the Option may 
be exercised, and (ii) in the case of an Installment, the last day on which 
the Installment may be exercised.

     GRANT DATE means the date on which an Option is granted.

     ISO is defined in Article 4.

     INSTALLMENT means an installment of an Option which is or may become 
exercisable in installments.

     NON-EMPLOYEE DIRECTOR means a Director who (i) is not currently an 
Officer or Employee, (ii) does not receive direct or indirect compensation 
from the Company or any Subsidiary for services rendered as a consultant, or 
in any capacity other than as a Director, in an amount for which disclosure 
would be required under Item 404(a) of Regulation S-K of the Securities and 
Exchange Commission ("Item 404(a)"), (iii) does not possess an interest in 
any other transaction for which disclosure would be required under Item 
404(a) and (iv) is not engaged in a business relationship for which 
disclosure would be required under Item 404(a).

     NSO is defined in Article 5.

                                       8

     OFFICER means (i) the Company's President and Chief Executive Officer, 
(ii) any Vice President of the Company and (iii) any other person who is 
considered an "officer" of the Company for purposes of Rule 16a-1(f) under 
the Securities Exchange Act of 1934.

     OFFICER OPTIONS COMMITTEE is defined in Paragraph 7.2.

     OPTION means an option granted under this Plan to purchase shares of 
Common Stock.

     OPTION AGREEMENT is defined in Paragraph 8.6.

     PLAN means this plan, as it may be amended. The name of this Plan is the 
"Stericycle, Inc. 1997 Stock Option Plan."

     PLAN ADMINISTRATOR means, in the context of the administration of this 
Plan in respect of Eligible Persons other than Officers, the Board or the 
committee of the Board to which the Board has delegated its authority in 
accordance with Paragraph 7.1, and in the context of the administration of 
this Plan in respect of Officers, the Officer Options Committee.

     OFFICER-EMPLOYEE means an Officer who is also an Employee.

     10% STOCKHOLDER means an Officer or Employee who, at the time that he or 
she is granted an ISO, owns more than 10% of the Company's outstanding Common 
Stock.

     SUBSIDIARY means a corporation in which the Company owns stock 
possessing at least 50% of the total combined voting power of all classes of 
stock.

     TERMINATION DATE means the date of termination of employment by the 
Company or a Subsidiary of an Employee or Officer-Employee. A transfer of 
employment from the Company to a Subsidiary, or from a Subsidiary to the 
Company or to another Subsidiary, will not be considered a termination of 
employment.

     UNDERLYING SHARES means the shares of Common Stock for which an Option 
or Installment is or may become exercisable.

                                     ARTICLE 3

                          EFFECTIVE DATE AND TERM OF PLAN

     3.1  EFFECTIVE DATE.  When adopted by the Board, this Plan shall become 
effective retroactive to February 1, 1997, but shall be subject to approval 
by the Company's stockholders. Options may be granted under this Plan (but 
may not be exercised) prior to stockholder approval, but if for any reason 
stockholder approval is not obtained on or before December 31, 1997, all such 
options shall be cancelled.

     3.2  TERM. This Plan shall have a term of 10 years expiring on January 
31, 2007. No Option may be granted under this Plan after its expiration.

                                     ARTICLE 4

                            SHARES AVAILABLE UNDER PLAN

     4.1  MAXIMUM NUMBER OF SHARES.  The maximum total number of shares of 
Common Stock for which Options may be granted under this Plan is 1,500,000 
shares (subject to adjustment as provided in Paragraph 10.1).

     4.2  SHARES ADDED BACK.  If an Option or Installment expires unexercised 
or is surrendered prior to 

                                       9

January 31, 2007, the number of Underlying Shares in respect of the Option or 
Installment shall be added back to the number of shares of Common Stock for 
which Options may be granted under this Plan.

                                     ARTICLE 5

                                  TYPES OF OPTIONS

     Two types of Options may be granted under this Plan:  (i) incentive 
stock options intended to satisfy the requirements of Section 422 of the 
Internal Revenue Code of 1986 ("ISOs") and (ii) nonstatutory stock options 
("NSOs").

                                     ARTICLE 6

                                    ELIGIBILITY

     NSOs may be granted to Employees, Officers and Directors and to 
consultants to the Company (who also may be Directors). ISOs may be granted 
only to Employees and to Officer-Employees.

                                     ARTICLE 7

                                   ADMINISTRATION

     7.1  BOARD.  This Plan shall be administered by the Board in respect of 
all Eligible Persons other than Officers. Except for the Board's authority to 
administer the Plan in respect of Directors, the Board may delegate its 
authority to administer the Plan to a standing committee of the Board or to a 
committee appointed by the Board for the purpose consisting of at least two 
Directors.

     7.2  OFFICER OPTIONS COMMITTEE.  This Plan shall be administered by a 
committee (the "Officer Options Committee") in respect of Officers. The 
Officer Options Committee shall be or consist of (i) the Compensation 
Committee of the Board, or (ii) if any member of the Compensation Committee 
is not a Non-Employee Director, the members of the Compensation Committee who 
are Non-Employee Directors, or (iii) if there are not at least two members of 
the Compensation Committee who are Non-Employee Directors, the full Board.

     7.3  POWERS.  The Board shall have sole authority to grant Options to 
Eligible Persons other than Officers, and the Officers Option Committee shall 
have sole authority to grant Options to Officers. Within the scope of their 
respective authority and subject to the express provisions of this Plan, the 
Board and the Officer Options Committee may (i) select the Eligible Persons 
to whom Options are granted, (ii) designate an Option as an ISO or NSO, (iii) 
determine the number of shares of Common Stock for which an Option is granted 
and (iv) determine the other terms, conditions, restrictions and limitations 
applicable to an Option.

     7.4  INTERPRETATION.  Within the scope of their respective authority and 
subject to the express provisions of this Plan, the Board and the Officer 
Options Committee may interpret the Plan, adopt and revise policies and 
procedures to administer the Plan, and make all determinations required for 
the Plan's administration. The actions of the Board and the Officer Options 
Committee on matters within the scope of their respective authority shall be 
final and binding.

                                     ARTICLE 8

                                   STOCK OPTIONS

     8.1  EXERCISE PRICE.  The Plan Administrator shall determine the 
exercise price of each Option. The exercise price per share may not be less 
than the Closing Price on the Grant Date of the Option (or on the 

                                       10

last trading day preceding the Grant Date if it is not a trading day).

     8.2  TERM.  The Plan Administrator shall determine (i) whether each 
Option shall be exercisable in full at one time or in installments at 
different times and (ii) the time or times at which the Option or 
Installments shall become and remain exercisable. No Option or Installment 
may have an Expiration Date more than 10 years from the Grant Date. The Plan 
Administrator may accelerate the exercisability of an Option or Installment 
at any time.

     8.3  TERMINATION OF EMPLOYMENT.  Any Option or Installment held by an 
Employee or Officer-Employee which is unexercisable as of his or her 
Termination Date shall expire on the Termination Date. Any Option or 
Installment held by an Employee or Officer-Employee which is exercisable as 
of his or her Termination Date shall also expire on the Termination Date 
unless the expiration date is extended by the Plan Administrator. The Plan 
Administrator may extend the expiration of an exercisable NSO (or an 
exercisable Installment of a NSO) to any date ending on or before the 
applicable Expiration Date. The Plan Administrator may extend the expiration 
of an exercisable ISO (or exercisable Installment of an ISO) to the earlier 
of (i) a date no later than 90 days after the Termination Date or (ii) the 
applicable Expiration Date, unless the termination of the Employee or 
Officer-Employee occurred as a result of his or her death. In this case, the 
Plan Administrator may extend the expiration to the earlier of (i) a date no 
later than the first anniversary of the death of the Employee or 
Officer-Employee or (ii) the applicable Expiration Date.

     8.4  TRANSFERABILITY.  No Option or Installment may be transferred, 
assigned or pledged (whether by operation of law or otherwise), except as 
provided by will or the applicable laws of intestacy, and no Option shall be 
subject to execution, attachment or similar process. An Option or Installment 
may be exercised only by the person to whom it was granted except in the case 
of his or her death, when it may be exercised by the person or persons to 
whom it passes by will or inheritance.

     8.5  ISO LIMITATIONS.  Notwithstanding anything to the contrary in 
Paragraphs 8.1 and 8.2:  (i) the exercise price per share of an ISO granted 
to a 10% Stockholder shall not be less than 110% of the Closing Price on the 
Grant Date (or on the last trading day preceding the Grant Date if it is not 
a trading day); (ii) no ISO granted to a 10% Stockholder may have an 
Expiration Date more than five years from the Grant Date; and (iii) the 
aggregate fair market value (determined in respect of each ISO on the basis 
of the Closing Price on the Grant Date, or on the last trading day preceding 
the Grant Date if it was not a trading day) of the Underlying Shares of all 
ISOs which become exercisable by an individual for the first time in any 
calendar year shall not exceed $100,000.

     8.6  OPTION AGREEMENTS.  Each Option shall be evidenced by a written 
agreement (an "Option Agreement"), in a form approved by the Plan 
Administrator, entered into by the Company and the person to whom the Option 
is granted.  Each Option Agreement shall contain the terms, conditions, 
restrictions and limitations applicable to the Option and any other 
provisions that the Plan Administrator considers advisable to include.

                                     ARTICLE 9

                                EXERCISE OF OPTIONS

     9.1  MANNER OF EXERCISE.  An exercisable Option or Installment may be 
exercised in full or in part (but only in respect of a whole number of 
Underlying Shares) by (i) written notice to the Plan Administrator (or its 
designee) stating the number of Underlying Shares in respect of which the 
Option or Installment is being exercised and (ii) full payment of the 
exercise price of those shares.

     9.2  PAYMENT OF EXERCISE PRICE.  Payment of the exercise price of an 
Option or Installment shall be made by certified or bank cashier's check or, 
if permitted by the Plan Administrator (either in the applicable Option 
Agreement or at the time of exercise): (i) a personal check; (ii) delivery of 
shares of Common Stock having a fair market value on the date of exercise 
equal to the exercise price; (iii) directing the 

                                       11

Company to withhold, from the Underlying Shares otherwise issuable upon 
exercise of the Option or Installment, Underlying Shares having a fair market 
value on the date of exercise equal to the exercise price; (iv) surrendering 
exercisable Options or Installments having a fair market value on the date of 
exercise equal to the exercise price (measuring the fair market value of the 
Options or Installments surrendered by the excess of the aggregate fair 
market value on the date of exercise of the Underlying Shares over the 
aggregate exercise price); (v) any combination of the preceding methods of 
payment; or (vi) any other method of payment authorized by the Plan 
Administrator. For purposes of this Paragraph and Paragraph 9.3, "fair market 
value" shall be determined by the Closing Price on the Nasdaq National Market 
on the date in question (or on the last trading day preceding the date in 
question if it is not a trading day).

     9.3  WITHHOLDING.  Each person exercising a NSO or an Installment of a 
NSO shall remit to the Company an amount sufficient to satisfy its federal, 
state and local withholding tax obligation in connection with the exercise. 
Payment shall be made by certified or bank cashier's check or, if permitted 
by the Plan Administrator (either in the applicable Option Agreement or at 
the time of exercise): (i) a personal check; (ii) delivery of shares of 
Common Stock having a fair market value on the date of exercise equal to the 
withholding obligation; (iii) directing the Company to withhold, from the 
Underlying Shares otherwise issuable upon exercise of the Option or 
Installment, Underlying Shares having a fair market value on the date of 
exercise equal to the withholding obligation; (iv) any combination of the 
preceding methods of payment; or (v) by any other method of payment 
authorized by the Plan Administrator.

                                     ARTICLE 10

                              MISCELLANEOUS PROVISIONS

     10.1 CAPITALIZATION ADJUSTMENTS.  The aggregate number of shares of 
Common Stock for which Options may be granted under the Plan, the aggregate 
number of Underlying Shares in respect of each outstanding Option, and the 
exercise price of each outstanding Option may be adjusted by the Board as it 
considers appropriate in the event of changes in the number of outstanding 
shares of Common Stock by reason of stock dividends, stock splits, 
recapitalizations, reorganizations and the like. Adjustments under this 
Paragraph 10.1 shall be made in the Board's discretion, and its decisions 
shall be final and binding.

     10.2 AMENDMENT AND TERMINATION.  The Board may amend, suspend or 
terminate this Plan at any time. The Company's stockholders shall be required 
to approve any amendment which would materially increase the number of shares 
of Common Stock for which NSOs may be granted or which would increase the 
number of shares of Common Stock for which ISOs may be granted (other than an 
amendment authorized under Paragraph 10.1). If this Plan is terminated, the 
provisions of this Plan shall continue to apply to Options granted prior to 
termination, and no amendment, suspension or termination of the Plan shall 
adversely affect the rights of the holder of any outstanding Option without 
his or her consent.

     10.3 NO RIGHT TO EMPLOYMENT.  Nothing in this Plan or in any Option 
Agreement shall confer on any person the right to continue in the employ of 
the Company or any Subsidiary or limit the right of the Company or Subsidiary 
to terminate his or her employment.

     10.4 NOTICES.  Notices required or permitted under this Plan shall be 
considered to have been duly given if sent by certified or registered mail 
addressed to the Plan Administrator at the Company's principal office or to 
any other person at his or her address as it appears on the Company's payroll 
or other records.

     10.5 SEVERABILITY.  If any provision of this Plan is held illegal or 
invalid for any reason, the illegality or invalidity shall not affect the 
remaining provisions, and the Plan shall be construed and administered as if 
the illegal or invalid provision had not been included.

     10.6 GOVERNING LAW.  This Plan and all Option Agreements shall be 
governed in accordance with the laws of the State of Illinois.

                                       12

                                                                    EXHIBIT 5.1

                                    [Letterhead]

March 20, 1998

Board of Directors
Stericycle, Inc.
1419 Lake Cook Road
Suite 410
Deerfield, Illinois  60015

                           Re:  Registration Statement on Form S-8 --
                                1997 Stock Option Plan 

Gentlemen:

     We have acted as counsel to Stericycle, Inc. (the "Company") in 
connection with the preparation and filing with the Securities and Exchange 
Commission of a Registration Statement on Form S-8 (the "Registration 
Statement") for the registration under the Securities Act of 1933, as 
amended, of 1,500,000 shares of the Company's Common Stock, par value $.01 
per share (the "Shares"), to be issued upon the exercise of options granted 
or to be granted under the Stericycle, Inc. 1997 Stock Option Plan (the 
"Plan").

     As such counsel, we have examined the Registration Statement, the 
Company's certificate of incorporation and by-laws, each as amended to date, 
minutes of meetings and records of proceedings of the Company's Board of 
Directors and stockholders, and such other matters of fact and questions of 
law as we have considered necessary to form the basis of our opinion. In the 
course of this examination, we have assumed the genuineness of all 
signatures, the authenticity of all documents and certificates submitted to 
us as originals by representatives of the Company, public officials and third 
parties, and the conformity to and authenticity of the originals of all 
documents and certificates submitted to us as copies.

     On the basis of our examination, we are of the opinion that the Company 
has duly authorized and reserved the Shares for issuance upon the exercise of 
options granted or to be granted under the Plan and that, when issued upon 
the exercise and in accordance with the terms of options granted or to be 
granted under the Plan (including, but not limited to, the terms of payment 
of the option price), the Shares will be will be validly issued, fully paid 
and non-assessable.

     We consent to the use of our opinion as an exhibit to the Registration 
Statement.

                                     Very truly yours,

                                     /s/ JOHNSON AND COLMAR

                                     JOHNSON AND COLMAR

                                       13

                                                                   EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in this Registration 
Statement on Form S-8, pertaining to the Stericycle, Inc. 1997 Stock Option 
Plan, of our report dated March 7, 1997, with respect to the Consolidated 
Financial Statements of Stericycle, Inc. and Subsidiaries for the year ended 
December 31, 1996, included in its Annual Report on Form 10-K for the fiscal 
year ended December 31, 1996, filed with the Securities and Exchange 
Commission.

                                      ERNST & YOUNG LLP

Chicago, Illinois
March 23, 1998

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