AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2001

                                                      REGISTRATION NO. 333-68622
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             ---------------------
                                 POST-EFFECTIVE
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
            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 of                             (I.R.S. employer
          incorporation or organization)                           Identification No.)


              28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
                                 (847) 367-5910
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

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

                                 MARK C. MILLER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                STERICYCLE, INC.
              28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
                                 (847) 367-5910
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                With Copies to:


                                                 
                 CRAIG P. COLMAR                                   ALLISON R. SCHNEIROV
                   MICHAEL BONN                                   SKADDEN, ARPS, SLATE,
                JOHNSON AND COLMAR                                  MEAGHER & FLOM LLP
       300 SOUTH WACKER DRIVE, SUITE 1000,                          FOUR TIMES SQUARE
             CHICAGO, ILLINOIS 60606                             NEW YORK, NY 10036-6572
                  (312) 922-1980                                      (212) 735-3000


    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as
practicable after the effectiveness of this Registration Statement.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.

                                EXPLANATORY NOTE

    This Amendment is being filed solely to correct the signature of the
undersigned Registrant.

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


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois, on November 6,
2001.

                                          STERICYCLE, INC.

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

                               POWER OF ATTORNEY

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



                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                

                          *                            Chairman of the Board Of       November 6, 2001
-----------------------------------------------------    Directors
                   Jack W. Schuler

                 /s/ MARK C. MILLER                    President, Chief Executive     November 6, 2001
-----------------------------------------------------    Officer and a Director
                   Mark C. Miller                        (Principal Executive
                                                         Officer)

                          *                            Chief Financial Officer        November 6, 2001
-----------------------------------------------------    (Principal Finance and
                Frank J.M. ten Brink                     Accounting Officer)

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                 John P. Connaughton

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                   Rod F. Dammeyer

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                  Patrick F. Graham

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                    John Patience

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                  Thomas R. Reusche

                          *                            Director                       November 6, 2001
-----------------------------------------------------
                     Peter Vardy

                          *                            Director                       November 6, 2001
-----------------------------------------------------
               L. John Wilkerson, Ph.D

               *By /s/ MARK C. MILLER
  ------------------------------------------------
                   Mark C. Miller
                  Attorney-in-fact



                                 EXHIBIT INDEX



        EXHIBIT
         NUMBER                            DESCRIPTION OF EXHIBITS
        -------                            -----------------------
                      
           5.1*          -- Opinion of Johnson and Colmar LLP
          23.1           -- Consent of Ernst & Young LLP
          23.2           -- Consent of Arthur Andersen LLP
          23.3           -- Consent of Johnson and Colmar (filed as part of Exhibit
                            5.1)


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

* Previously filed