SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MITTELSTAEDT RONALD J

(Last)

(First)

(Middle)

C/O WASTE CONNECTIONS INC

35 IRON POINT CIRCLE, SUITE 200

(Street)

FOLSOM

95630

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WASTE CONNECTIONS INC/DE [ WCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2004		J⁽¹⁾⁽²⁾		17,348	A	$37.7	521,018	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put equivalent position (obligation to sell)	$0⁽¹⁾⁽²⁾	03/04/2004		J⁽¹⁾⁽²⁾			1	03/04/2004	03/04/2004	Common Stock	60,000	$0⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On March 3, 2004, the reporting person settled his obligation to deliver shares of the Company's common stock or an equivalent amount of cash (if elected by him) pursuant to a forward purchase agreement (the "Agreement") entered into on February 28, 2001 with a securities broker (the "Buyer") pursuant to which the reporting person agreed to sell up to 60,000 shares of common stock to the Buyer on the maturity date of the Agreement (March 1, 2004). The Agreement provided that if the stock price at maturity was equal to or greater than $26.80 but less than $48.04, the reporting person would deliver a number of shares (or equivalent amount of cash) equal to 60,000 x ($26.80/the stock price at maturity).

2. On the maturity date, the price per share of common stock was $37.70. Accordingly, the reporting person delivered to the Buyer $1,608,000, the value of 42,652 shares of common stock, pursuant to the reporting person's election to settle his delivery obligation under the Agreement in cash. The reporting person was not required to deliver the value of 17,348 shares subject to the Agreement because the market value of the stock at maturity ($37.70 per share) enabled the reporting person to meet his obligation to deliver on the maturity date stock or cash having a value of $1,608,000 by delivering the value of 42,652 shares.

	Ronald J. Mittelstaedt	03/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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