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(h) of the Investment Company Act of 1940

Form 4

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See Instruction 1(b).

(Print or Type Responses)

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol Waste Connections, Inc. (WCN)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___XX___Director ______ 10% Owner ____Officer (give ______Other (specify title below) below) ______________________

(Last) (First) (Middle) Razzouk, William

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

4. Statement for Month/Day/Year February 20, 2003

(Street) 35 Iron Point Circle, Suite 200

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

7. Individual or Joint/Group Filing (Check Applicable Line) XX_Form filed by One Reporting Person ___Form filed by More than One Reporting Person --See Note 1.

(City) (State) (Zip) Folsom, CA 95630-8589

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

1. Title of Security (Instr. 3)

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

2A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (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

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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. 3)

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

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

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Deriv- ative Securities Acquired (A) or Disposed 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. 3 and 4)

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

9. Number of deriv- ative Secur- ities Bene- ficially Owned Following Reported Tran-saction(s) (Instr. 4)

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

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$32.62

2/20/03

A

20,000

*

2/19/13

Common Stock

20,000

20,000

D

* Option exercisable for 1/3 of the shares on each of 2/20/04, 2/20/05 and 2/20/06.

/s/ William Razzouk 2/24/03

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

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