8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2005

WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

Commission File No. 1-31507

94-3283464
(I.R.S. Employer Identification No.)

35 Iron Point Circle, Suite 200, Folsom, CA 95630
(Address of principal executive offices) (Zip code)

(916) 608-8200
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

Waste Connections, Inc. announced today that on October 27, 2005, its Board of Directors accelerated the vesting of outstanding options previously awarded to employees. In addition, to prevent unintended benefits to the company's executive officers and other selected corporate, regional and field employees, restrictions have been imposed on shares obtained through the accelerated vesting process. The Resale Restriction Agreement that the company entered into with each of these employees as of October 27, 2005, prevents the sale of any shares acquired from the exercise of an accelerated option prior to the earlier of the original vesting date of the option, or the individual's termination of employment.

Item 8.01. Other Events.

Section 12 of Waste Connections Inc.'s Corporate Governance Guidelines, available to the public on the company's web site (www.wasteconnections.com), states that the Chair of the Audit Committee will preside over each meeting of the company's non-management directors.  Waste Connections inadvertently omitted disclosure of such fact in its 2005 Proxy Statement, which is required by the second paragraph of the commentary to item 3 of Section 303A of the New York Stock Exchange Listed Company Manual.

Item 9.01. Financial Statements and Exhibits.

(c)   The following Exhibits are furnished herewith:

10.1    Form of Resale Restriction Agreement, dated as of October 27, 2005

99.1    Press Release, dated October 31, 2005, issued by Waste Connections, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: October 31, 2005	BY:	/s/ Worthing F. Jackman
		Worthing F. Jackman,
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	DESCRIPTION
10.1	Form of Resale Restriction Agreement, dated as of October 27, 2005      PDF
99.1	Press Release, dated October 31, 2005, issued by Waste Connections, Inc.      PDF

EX-10.1

WASTE CONNECTIONS INC.

RESALE RESTRICTION AGREEMENT

This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to certain stock option award agreements (the "Option Agreements") issued under the Waste Connections Inc. 1997 Stock Option Plan, 2002 Stock Option Plan, 2002 Senior Management Equity Incentive Plan, and/or 2004 Equity Incentive Plan (collectively, the "Plans") is made by and between Waste Connections Inc., a Delaware corporation (the "Company"), and the holder of the Company's options named in Exhibit A hereto (the "Holder").

WHEREAS, the Holder has been granted one or more options (the "Options") to acquire shares of common stock of the Company (the "Shares") in such quantities and at the exercise prices set forth in Exhibit A hereto pursuant to the Option Agreements;

WHEREAS, the Options are fully vested and exercisable by reason of an action of the Company's Board of Directors effective October 27, 2005; and

WHEREAS, the Company wishes, and the Holder has agreed, to impose certain resale restrictions on the Shares underlying to the Options as provided herein on the terms and conditions contained herein.

NOW, THEREFORE, it is agreed as follows:

1. The Holder acknowledges that he or she has reviewed this Agreement in full.
2. The Holder agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any Shares (or any interest in any Shares) until the Shares have been released from the foregoing resale restrictions, as further described below (hereinafter referred to as the "Resale Restrictions").
3. The Resale Restrictions shall lapse on the dates and with respect to the number of Shares set forth in the "Lapse Date" column of Exhibit A with respect to each grant that is not listed as "Current" on Exhibit A.
4. The Company agrees that the Shares denoted as "Current" in the "Lapse Date" column in Exhibit A shall not be subject to the Resale Restrictions.
5. Notwithstanding the foregoing, in the event the Holder's employment or service with the Company is terminated for any reason, 100% of the Shares underlying the Options shall become free from the Resale Restrictions on the effective date of termination.
6. This Agreement shall be effective as of October 27, 2005.
7. The Holder represents and warrants that he or she has full power to enter into this Agreement.
8. This Agreement, the Option Agreements and the Plans constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior understandings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and the Holder. In the event any terms of this Agreement, the Option Agreements or the Plans differ, the terms of this Agreement shall prevail. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Nothing in this Agreement (except as expressly provided herein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of this Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
9. This Agreement shall be binding upon the Company and the Holder as well as the successors and assigns (if any) of the Company and the Holder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date set forth beside such party's signature.

Dated: October 27, 2005	WASTE CONNECTIONS INC. By: ____________________________________ RONALD J. MITTELSTAEDT Chief Executive Officer
Dated: October _____, 2005	Holder: _______________________________________ (Signature) _______________________________________ (Printed/Typed Name)

EX-99.1

WASTE CONNECTIONS ANNOUNCES ACCELERATED VESTING OF STOCK OPTIONS

COMBINED WITH RESALE RESTRICTION AGREEMENTS

FOLSOM, CA, October 31, 2005 - Waste Connections, Inc. (NYSE: WCN) today announced that on October 27, 2005, its Board of Directors accelerated the vesting of outstanding options previously awarded to employees. In addition, to prevent unintended benefits to executive officers and other selected corporate, regional and field employees, restrictions have been imposed on shares obtained through the accelerated vesting process. These restrictions prevent the sale of any shares acquired from the exercise of an accelerated option prior to the earlier of the original vesting date of the option, or the individual's termination of employment.

As a result of the accelerated vesting of stock options in advance of the effective date of Statement of Financial Accounting Standards (SFAS) No. 123R, "Share Based Payment," Waste Connections expects to reduce the pre-tax stock option expense it would otherwise be required to record by an estimated $8.5 million in 2006, $4.1 million in 2007, and $0.6 million in 2008. As a result of the acceleration, the Company expects to take a non-cash charge of approximately $16.2 million ($10.2 million net of taxes) in the fourth quarter of 2005 based on the closing price of the Company's stock on October 27, 2005.

Ronald J. Mittelstaedt, Chairman and Chief Executive Officer, said, "This acceleration will help improve the comparability of financial results for investors and analysts in future periods. More importantly, the restriction agreements for these accelerated options that we have entered into with more than 55 of our key employees prohibit any unintended benefits for these individuals in advance of the original vesting dates. These agreements cover approximately 80% of the options accelerated."

Waste Connections, Inc. is an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in mostly secondary markets in the Western and Southern U.S. The Company serves more than one million residential, commercial and industrial customers from a network of operations in 23 states. The Company also provides intermodal services for the movement of containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in Folsom, California. For more information, visit the Waste Connections web site at www.wasteconnections.com.

Certain statements contained in this press release are forward-looking in nature.  These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy.  Waste Connections' business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements.  Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) Waste Connections' adoption of new accounting standards or interpretations, or its actions taken in response thereto, could adversely affect its operating results or cause unanticipated fluctuations in its results in future periods; (2) Waste Connections may be unable to compete effectively with larger and better capitalized companies and governmental service providers, which may result in reduced volume and revenues and lower profits; (3) the expiration of our fuel purchase contract and increased fuel prices may adversely affect Waste Connections' business and earnings; (4) increases in Waste Connections' insurance costs and the amount that it self-insures for various risks could reduce its operating margins and reported earnings; (5) increases in labor and disposal and related transportation costs could reduce Waste Connections' operating margins; (6) Waste Connections may lose contracts through competitive bidding, early termination or governmental action, which would cause its volumes and revenues to decline; (7) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit Waste Connections' ability to grow through acquisitions; (8) Waste Connections' intermodal business could be adversely affected by steamship lines diverting business to ports other than those it services, by heightened security measures or actual or threatened terrorist attacks, or by other reductions or deteriorations in rail service, which could cause its intermodal revenues to decline; (9) Waste Connections' growth and future financial performance depend significantly on its ability to integrate acquired businesses into its organization and operations; (10) Waste Connections' acquisitions may not be successful, resulting in changes in strategy, operating losses or a loss on sale of the business acquired; (11) Waste Connections' business and earnings may be adversely affected by its inability to successfully implement additional price increases and surcharges to meet continuing cost pressures; (12) the geographic concentration of Waste Connections' business makes its pricing growth and operating results vulnerable to economic and seasonal factors affecting the regions in which it operates; (13) Waste Connections' volume growth may be limited by the inability to renew landfill operating permits, obtain new landfills and expand existing ones; (14) extensive and evolving environmental laws and regulations may restrict Waste Connections' operations and growth and increase its costs; and (15) Waste Connections may be subject in the normal course of business to judicial and administrative proceedings that could interrupt its operations, require expensive remediation and create negative publicity.  These risks and uncertainties, as well as others, are discussed in greater detail in Waste Connections' filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K/A.  There may be additional risks of which Waste Connections is not presently aware or that it currently believes are immaterial which could have an adverse impact on its business.  Waste Connections makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

CONTACT:

Worthing Jackman / (916) 608-8266

worthingj@wasteconnections.com