UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                               CLEAN HARBORS, INC.
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                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    184496107
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                                 (CUSIP Number)
                                                     with a copy to:
     Stephen Feinberg                                Robert G. Minion, Esq.
     450 Park Avenue                                 Lowenstein Sandler PC
     28th Floor                                      65 Livingston Avenue
     New York, New York  10022                       Roseland, New Jersey  07068
     (212) 421-2600                                  (973) 597-2424
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 14, 2003
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





Cusip No.    184496107
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  1)   Names of Reporting Persons.  I.R.S. Identification Nos. of  above persons
       (entities only):

                                Stephen Feinberg
--------------------------------------------------------------------------------
  2)   Check the Appropriate Box if a Member of a Group (See Instructions):
             (a)                    Not
             (b)                 Applicable
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  3)   SEC Use Only

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  4)   Source of Funds (See Instructions):  WC
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  5)   Check if  Disclosure of  Legal Proceedings is  Required Pursuant to Items
       2(d) or 2(e):         Not Applicable
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  6)   Citizenship or Place of Organization:    United States
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        Number of                        7) Sole Voting Power:            *
                                            ------------------------------------
        Shares Beneficially              8) Shared Voting Power:          *
                                            ------------------------------------
        Owned by
        Each Reporting                   9) Sole Dispositive Power:       *
                                            ------------------------------------
        Person With                     10) Shared Dispositive Power:     *
                                            ------------------------------------
--------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                   2,475,238*
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  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See
       Instructions):      Not Applicable
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  13)  Percent of Class Represented by Amount in Row (11):     16.5%*
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  14)  Type of Reporting Person (See Instructions):       IA, IN
--------------------------------------------------------------------------------

*   Cerberus CH LLC,  a Delaware limited  liability company ("Cerberus CH"),  is
the holder of 16,750 shares of Series C Convertible  Preferred  Stock, par value
$0.01  per  share  (the  "Preferred   Shares"),   of  Clean  Harbors,   Inc.,  a
Massachusetts corporation (the "Company").  Subject to certain restrictions, the
Preferred Shares are convertible at any time on or after the date of issuance of
such  shares  into  shares  of common  stock,  par  value  $0.01 per share  (the
"Shares"),  of the Company.  The  conversion  price of the  Preferred  Shares is
$10.50 per share, subject to certain conversion price adjustments.  In addition,
Cerberus Partners,  L.P., a Delaware limited  partnership  ("Cerberus"),  is the
holder of 132,000 Shares, Cerberus International,  Ltd., a corporation organized
under  the laws of the  Bahamas  ("International"),  is the  holder  of  366,000
Shares,  Cerberus Series Two Holdings, LLC, a Delaware limited liability company
("Cerberus  Series  Two"),  is the holder of 170,000  Shares,  Cerberus  America
Series One  Holdings,  LLC,  a Delaware  limited  liability  company  ("Cerberus
America"),  is the holder of 35,000 Shares, and various other private investment
funds (the "Funds")  hold in the  aggregate  177,000  Shares.  Stephen  Feinberg
possesses sole power to vote and direct the  disposition of all securities  held
by Cerberus CH, Cerberus,  International,  Cerberus Series Two, Cerberus America
and the Funds.  Thus,  as of May 14,  2003,  for the  purposes  of Reg.  Section
240.13d-3,  Stephen Feinberg is deemed to beneficially own 2,475,238  Shares, or
16.5% of the Shares deemed issued and outstanding as of that date.





Item 2.   Identity and Background.
          -----------------------

          The person filing this statement is Stephen  Feinberg,  whose business
address is 450 Park Avenue,  28th Floor,  New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus  Associates,  L.L.C., which is the
general  partner of Cerberus  Partners,  L.P.,  a Delaware  limited  partnership
("Cerberus"),  which is the  managing  member of  Cerberus  CH LLC,  a  Delaware
limited  liability  company  ("Cerberus  CH")  and  (ii)  through  one  or  more
intermediate  entities,  the investment  manager for each of Cerberus Series Two
Holdings,  LLC, a Delaware limited  liability  company  ("Cerberus Series Two"),
Cerberus America Series One Holdings,  LLC, a Delaware limited liability company
("Cerberus  America"),  Cerberus  International,  Ltd., a corporation  organized
under the laws of the  Bahamas  ("International"),  and  various  other  private
investment  funds (the "Funds").  Cerberus,  Cerberus CH,  Cerberus  Series Two,
Cerberus  America,  International and the Funds are engaged in the investment in
personal  property of all kinds,  including  but not  limited to capital  stock,
depository  receipts,   investment  companies,   mutual  funds,   subscriptions,
warrants,  bonds,  notes,  debentures,  options and other securities of whatever
kind and nature.  Mr.  Feinberg also provides  investment  management  and other
services for various other third parties.

          Mr. Feinberg  has  never been  convicted  in any  criminal  proceeding
(excluding traffic violations or similar misdemeanors),  nor has he been a party
to any civil proceeding  commenced before a judicial or  administrative  body of
competent  jurisdiction  as a  result  of which  he was or is now  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.


Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          Pursuant to a Securities Purchase Agreement,  dated as of September 6,
2002, by and among the Company,  Cerberus CH and certain  other parties  thereto
(the "Purchase Agreement"),  on September 10, 2002, Cerberus CH purchased 16,750
shares of Series C Convertible  Preferred  Stock, par value $0.01 per share (the
"Preferred  Shares"),  of the Company,  at a purchase price of $1,000 per share.
Subject to certain  restrictions,  the Preferred  Shares are  convertible at any
time on or after the date of issuance thereof into Shares.  The conversion price
of the Preferred Shares is $10.50 per share, subject to certain conversion price
adjustments.

          All funds used to purchase or acquire the securities of the Company by
Cerberus, Cerberus CH, Cerberus Series Two, Cerberus America,  International and
the Funds came  directly  from the assets of  Cerberus,  Cerberus  CH,  Cerberus
Series Two, Cerberus America,  International  and the Funds,  respectively.  See
Item 5 of this Schedule 13D Amendment No. 1 for further information.


Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Based upon the Company's Proxy Statement  Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 filed on April 16, 2003, as of April 7, 2003
there  were  13,403,650  Shares  issued  and  outstanding.  As of May 14,  2003,



Cerberus CH is the holder of 16,750 Preferred Shares,  Cerberus is the holder of
132,000 Shares,  International is the holder of 366,000 Shares,  Cerberus Series
Two is the holder of 170,000  Shares,  Cerberus  America is the holder of 35,000
Shares and the Funds hold in the aggregate  177,000  Shares.  Subject to certain
restrictions,  the Preferred  Shares are convertible at any time on or after the
date of  issuance  of such  shares  into  Shares.  The  conversion  price of the
Preferred  Shares is $10.50 per  share,  subject  to  certain  conversion  price
adjustments.  Stephen  Feinberg  possesses  sole  power to vote and  direct  the
disposition  of all  securities  held by Cerberus CH,  Cerberus,  International,
Cerberus Series Two,  Cerberus America and the Funds.  Thus, as of May 14, 2003,
for the  purposes  of Reg. Section  240.13d-3,  Stephen  Feinberg  is deemed  to
beneficially  own  2,475,238  Shares,  or 16.5% of the Shares  deemed issued and
outstanding as of that date.

          The  following  table details the  transactions  during the sixty days
prior to May 14, 2003 in Shares, or securities convertible into, exercisable for
or  exchangeable  for  Shares,  by Mr.  Feinberg  or any other  person or entity
controlled  by him or any  person or entity  for  which he  possesses  voting or
investment  control over the securities  thereof (each of which were effected in
an ordinary brokerage transaction):


                                   I. Cerberus
                                   -----------

                                   (Purchases)

              Date                   Quantity                  Price
              ----                   --------                  -----

          May 14, 2003                30,000                  $10.17
          May 14, 2003                 7,000                  $10.18
          May 14, 2003                95,000                  $10.25

                                     (Sales)

                                      NONE


                                II. International
                                -----------------

                                   (Purchases)

              Date                   Quantity                  Price
              ----                   --------                  -----

          May 14, 2003                82,000                  $10.17
          May 14, 2003                21,000                  $10.18
          May 14, 2003               263,000                  $10.25

                                     (Sales)

                                      NONE






                            III. Cerberus Series Two
                            ------------------------

                                   (Purchases)

              Date                   Quantity                  Price
              ----                   --------                  -----

          May 14, 2003                40,000                  $10.17
          May 14, 2003                10,000                  $10.18
          May 14, 2003               120,000                  $10.25

                                     (Sales)

                                      NONE


                              IV. Cerberus America
                              --------------------

                                   (Purchases)

              Date                   Quantity                  Price
              ----                   --------                  -----

          May 14, 2003                 8,000                  $10.17
          May 14, 2003                 2,000                  $10.18
          May 14, 2003                25,000                  $10.25

                                     (Sales)

                                      NONE


                                  V. The Funds
                                  ------------

                                   (Purchases)

              Date                   Quantity                  Price
              ----                   --------                  -----

          May 14, 2003                40,000                  $10.17
          May 14, 2003                10,000                  $10.18
          May 14, 2003               127,000                  $10.25

                                     (Sales)

                                      NONE






                                    Signature

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


                                        May 16, 2003


                                        /s/ Stephen Feinberg
                                        ----------------------------------------
                                        Stephen Feinberg, on behalf of  Cerberus
                                        Associates, L.L.C., the  general partner
                                        of Cerberus Partners, L.P., the managing
                                        member of Cerberus CH LLC,  and Cerberus
                                        Series  Two   Holdings,  LLC,   Cerberus
                                        America   Series  One    Holdings,  LLC,
                                        Cerberus  International,  Ltd.  and  the
                                        Funds


      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001).