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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

Form 4

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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).

(Print or Type Responses)

1 .Name and Address of Reporting Person

Issuer Name and Ticker or Trading Symbol Waste Connections Inc. / WCNX

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___X_Director ______10% Owner ___X_Officer (give ______Other (specify title below) below) _Chairman, President and C.E.O.

Mittelstaedt, Ronald J. (Last) (First) (Middle)

3. IRS Identification Number of Reporting Person, if an entity (voluntary)

Statement for Month/Year March 2001

620 Coolidge Drive, Suite 350 (Street)

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)_X_Form filed by One Reporting Person ___Form filed by More than One Reporting Person

Folsom, CA 95630 (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 4)

2. Trans- action Date (Month/ Day/ Year)

3. Trans- Action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 AND 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6. Owner- ship 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

3/09/01

M

33,333

A

$2.80

Common Stock

3/09/01

S

33,333

D

$29.955

Common Stock

3/09/01

M

33,333

A

$17.9375

Common Stock

3/09/01

S

33,333

D

$29.955

Common Stock

3/08/01

S

45,666

D

$30.0584

Common Stock

3/09/01

S

18,334

D

$29.9964

634,953*

D

*Excluding Options

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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. 4)

2. Conver- sion or Exercise Price of Deri- vative Security

3. Trans- action Date (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Deriv- ative Securities Ac- quired (A) or Dis- posed of (D) (Instr. 3, 4, and 5)

6. Date Exer- cisable and Expiration Date (Month/Day/ Year).

7. Title and Amount of Securities Underlying Derivative Security (Inst. 4)

8. Price of Deriv- ative Secur- ity (Instr. 5)

9. Number of deriv- ative Secur- ities Bene- ficially Owned at End of Month (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 5)

Code

V

(A)

(D)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$2.80

3/09/01

M

33,333

12/15/1997

12/15/07

Common Stock

33,333

0

Employee Stock Option (Right to Buy)

$17.9375

3/09/01

M

33,333

1/19/2000

1/19/2009

Common Stock

33,333

66,667(1)

D

Explanation of Responses:

(1) 33,334 vested on 1/19/2001; and 33,333 will vest on 1/19/2002

/s/ Ronald J. Mittelstaedt March 26, 2001

**Signature of Reporting Person Date

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

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