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):
                     August 16, 2004

                    Waste Services, Inc.
_________________________________________________________________
   (Exact name of registrant as specified in its charter)


       Delaware         000-25955         01-0780204
 ___________________  _____________  _____________________
   (State or other     (Commission     (I.R.S. Employer
   jurisdiction of     File Number)   Identification No.)
   incorporation)

1122 International Blvd., Suite 601
Burlington, Ontario                         L7L 6Z8
___________________________________  _____________________
(Address of principal executive           (Zip Code)
          offices)

   Registrants' telephone number, including area code:
                      (905)319-1237


____________________________________________________________


____________________________________________________________


Item 7.   Financial Statements and Exhibits

(c)       Exhibit 99.1 Press Release issued August 16, 2004.

Item 12.  Disclosure of Results of Operations and Financial
	  condition

Waste Services, Inc. ("Waste Services", "we", "us" or "our")
issued a press release on August 16, 2004 announcing our
results of operations for the quarter ended  June  30, 2004.
A copy of that release is furnished as Exhibit 99.1.

In  our  press  release,  we presented  information  on  our
operating   income   before  depreciation,   depletion   and
amortization for the quarter and on an annualized pro  forma
basis.  Operating income before depreciation, depletion  and
amortization (on an actual and pro forma basis) is  a  "non-
GAAP"  financial measure under Regulation G.  The components
of  operating  income  before  depreciation,  depletion  and
amortization  are  computed  by  using  amounts   that   are
determined  in accordance with GAAP.  As part of  our  press
release  we  provided a reconciliation of  operating  income
before  depreciation,  depletion and  amortization  for  the
second quarter 2004 to income from operations for  the  same
period,  which  is  its  nearest comparable  GAAP  financial
measure.     The   reconciliation   consists    of    adding
depreciation,  depletion  and amortization  to  income  from
operations.

Operating   income   before  depreciation,   depletion   and
amortization (on an actual and pro forma basis) is presented
because  we believe that it may be used by certain investors
to  analyze  and  compare our operating performance  between
accounting  periods  and against the  operating  results  of
other  companies that have different financing  and  capital
structures  or  tax  rates.   In addition,  management  uses
operating   income   before  depreciation,   depletion   and
amortization, among other things, as an internal performance
measure.   Our  lenders  also use  operating  income  before
depreciation,  depletion  and  amortization   and   adjusted
operating   income   before  depreciation,   depletion   and
amortization to measure our ability to service and/or  incur
additional indebtedness under our credit facility.  However,
operating   income   before  depreciation,   depletion   and
amortization should not be considered in isolation or  as  a
substitute  for  net income, cash flows or  other  financial
statement data prepared in accordance with U.S. GAAP or as a
measure   of  a  company's  performance,  profitability   or
liquidity.  Operating income before depreciation,  depletion
and  amortization  is  not calculated under  U.S.  GAAP  and
therefore is not necessarily comparable to similarly  titled
measures of other companies.

                          SIGNATURE

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,  thereunto  duly
authorized.

                    WASTE SERVICES, INC.


                   By:  /s/Ivan R. Cairns
            ______________________________________
                       Ivan R. Cairns
                  Executive Vice President,
                       General Counsel
                         & Secretary

                    Date:  August 16, 2004

EX-99

                        PRESS RELEASE
                    For Immediate Release



        WASTE SERVICES REPORTS SECOND QUARTER RESULTS

BURLINGTON,  Ontario, August 16, 2004 /PRNewswire-FirstCall/
- -   Waste  Services,  Inc.  (Nasdaq:  WSII)  today  reported
financial results for the three months ended June 30,  2004.
Revenue for the quarter increased by $41.3 million, or 132%,
to  $72.6 million in 2004 compared to $31.3 million in 2003.
The  increase  is  primarily attributable  to  new  business
acquisitions  in  the  United  States,  since  the   company
initiated a disposal-based growth strategy to enter the U.S.
solid  waste  market in 2003.  In the second  quarter  Waste
Services  completed  its acquisitions of  Florida  Recycling
Services and the Jacksonville, Florida operations of  Allied
Waste.  Operating income before depreciation, depletion  and
amortization*  was  $8.7 million for the second  quarter  of
2004,  compared  to $3.5 million for the  same  period  last
year.  Net loss attributable to Common Shareholders for  the
three  months  ended June 30, 2004, was  $18.6  million,  or
$(0.21)  per  share,  versus a loss  of  $16.0  million,  or
$(0.42) per share, for the comparable period last year.

For the six months ended June 30, 2004, revenue increased to
$122.9  million from $56.6 million for the comparable period
in  2003,  an increase of $66.3 million, or 117%.  Operating
income before depreciation, depletion and amortization*  was
$14.4 million for the first six months of 2004, compared  to
$7.8  million  for  the same period  last  year.   Net  loss
attributable  to Common Shareholders was $29.3  million  for
the  six  months ended June 30, 2004, or $(0.37) per  share,
compared  to  a net loss attributable to Common Shareholders
of  $24.3  million, or $(0.67) per share for the  comparable
period last year.

As   announced  on  August  2,  the  Company  completed  its
corporate  migration  on July 31, pursuant  to  which  Waste
Services, Inc., a Delaware corporation, became the  ultimate
parent company and Capital Environmental Resource, Inc.,  an
Ontario corporation and the former parent company, became  a
subsidiary.   As part of this transaction, the  company  has
changed  its  name to Waste Services, Inc. and  changed  its
ticker symbol to "WSII".

In  the  second quarter, the company received permission  to
expand  the  service  area of the JED Landfill,  located  in
Osceola  County  Florida, to include 13 additional  counties
adjacent  to  the original service area.  This service  area
expansion  significantly broadens the waste shed from  which
the landfill can draw volume.

While most of the company's businesses have performed at  or
near  management's second quarter expectations, the expected
profit contribution from the JED Landfill in Florida and the
performance  of  the  operations acquired  as  part  of  the
Florida Recycling Services acquisition have performed  below
expectations.   Development delays related  to  the  planned
transfer  station  network and lower than  expected  volumes
from  third  parties  were the primary  factors  during  the
second  quarter  that  resulted in  lower  than  anticipated
performance  at the JED Landfill.  As a result, the  company
failed to meet certain financial covenants contained in  its
senior credit agreement.  The company is in discussions with
its  senior lenders concerning a temporary waiver  regarding
non-compliance with these covenants and expects to receive a
waiver in the near-term.

Based on second quarter results and management's outlook for
the  balance  of  the  year, the  company  has  revised  its
internal expectations for the second half of 2004:

The  company's  Canadian operations and  its  operations  in
Florida  acquired from Allied Waste are expected to  perform
within the range of  previous expectations;

In the Phoenix market area, the company opened its Southeast
Regional  Landfill  (formerly  known  as  the  Cactus  Waste
Landfill) and two transfer stations in July and expects  the
performance   of  its  collection,  transfer  and   disposal
operations  in  Arizona  to  be in  the  range  of  previous
expectations;

The  company  expects that its Fort Bend Regional  Landfill,
located  outside of Houston, Texas, will be open by the  end
of   August   2004.   Management  is  currently   addressing
permitting  issues which may delay the expected  opening  of
the  previously announced transfer station in the  southwest
Houston  area that could deliver up to 850 tons per  day  of
solid  waste  to  the  landfill. The  transfer  station  was
previously expected to open in the fourth quarter of 2004;

Management  had  previously expected that the  JED  Landfill
would be receiving 3,000 to 4,000 tons per day by the end of
2004.   This increase in volume was driven, in part, by  the
expectation  of  the  opening  of  three  transfer  stations
associated   with  the  acquisition  of  Florida   Recycling
Services,  which  were all expected to be operating  by  the
fourth  quarter of 2004, enabling the company to internalize
significant volume collected by its own operations into  the
JED  Landfill.   Due to development delays at  each  of  the
three transfer stations, the company now expects two of  the
transfer stations to open in the second quarter of 2005  and
one  transfer station to open in the third quarter of  2005.
As  a  result, management now expects contribution from  the
JED Landfill in the third, fourth and first quarters will be
below previous expectations;

The Company acquired Florida Recycling Services on April 30,
2004.    The  performance  of  the  operations  of   Florida
Recycling has been below our expectations and we are in  the
process  of  conducting a thorough review of all aspects  of
Florida  Recycling's business in an effort to  identify  the
factors contributing to this current level of performance;

Management  has  detailed  action  plans  for  each  of  its
geographic markets targeting performance improvement  driven
by  components such as landfill volume increases,  operating
expense  reduction, improving working capital turnover,  and
rationalizing  general  and  administrative  expenses.    In
addition,   the   Company   is   currently   undertaking   a
comprehensive   review   of  its  corporate,   general   and
administrative expenses and expects to take steps to  reduce
these  expenses  in future periods. These action  plans  are
expected  to  result in improvements to both profit  margins
and  cash  flow in each of the Company's geographic  markets
over the next several quarters;

The  Chairman  and Chief Executive Officer of  the  company,
David  Sutherland-Yoest, stated "While we  are  disappointed
with  the delay in getting the volumes into the JED Landfill
and  the  performance  of FRS, we remain  confident  in  our
market  position and asset base in Florida.  The balance  of
the  company's businesses are performing as anticipated  and
we are working on increasing the contribution of the Florida
business  by  taking aggressive steps to  reduce  costs  and
improve  performance in all of our markets in the near-term.
We  are  pleased to report there has not been  any  reported
damage  or disruption to the Company's operations in Florida
as  a  result  of Hurricane Charley over this past  weekend.
The  Company is in the process of working together with  its
customers,  government authorities and regulatory  officials
to  proactively  respond to their immediate increased  needs
for service."

*Reconciliation of Non-GAAP Measures for the Three  and  Six
Months Ended June 30, 2004 and 2003

The  following  table  reconciles  the  differences  between
income (loss) from operations, as determined under U.S. GAAP,
and operating  income before  depreciation,  depletion   and
amortization, a non-GAAP financial measure (in thousands  of
U.S. dollars) (unaudited):


                                                         For the Three Months Ended       For the Six Months Ended
                                                                  June 30,                       June 30,
                                                             2004           2003             2004          2003
                                                         ____________   ___________       __________   ___________
                                                                                           
Operating income before depreciation, depletion and
   amortization (1)................................       $     8,680    $    3,548        $  14,357    $    7,837
Depreciation, depletion and amortization...........             7,809         3,566           13,281         6,791
                                                         ____________   ___________       __________   ___________
Income (loss) from operations......................       $       871    $      (18)       $   1,076    $    1,046
                                                         ============   ===========       ==========   ===========


(1)   Operating income before depreciation, depletion  and
     amortization is presented because the Company believes that
     it may be used by certain investors to analyze and compare
     the  Company's operating performance between accounting
     periods and against the operating results of other companies
     that have different financing and capital structures or tax
     rates.  In addition, management uses operating income before
     depreciation, depletion and amortization,  among  other
     things, as an internal performance measure.  The Company's
     lenders  also use operating income before depreciation,
     depletion and amortization to measure the Company's ability
     to service and/or incur additional indebtedness under its
     credit facility.  However, operating income  before
     depreciation, depletion and amortization should not be
     considered in isolation or as a substitute for net income,
     cash flows or other financial statement data
     prepared in accordance with U.S. GAAP or as a measure of a
     company's   performance,  profitability  or  liquidity.
     Operating  income  before depreciation,  depletion  and
     amortization is not calculated under U.S. GAAP and therefore
     is not necessarily comparable to similarly titled measures
     of other companies.

The  company  will  host an investor and analyst  conference
call  on  Tuesday,  August 17, 2004 at 8:30  a.m.  (EDT)  to
discuss  the  results of today's earnings announcement.   If
you  wish  to  participate in this call, please contact  the
conference  call  operator  at (866)  546-6145.   For  those
unable  to  listen to the live call, a telephonic replay  of
the  call will be available until August 31. 2004 by phoning
(800)   408-3053   or  (416)  695-5800  and   entering   the
reservation number 3090002.

        Safe Harbor for Forward-Looking Statements

Certain matters discussed in this press release are "forward-
looking statements" within the meaning of Section 27A of the
Securities  Act  of 1933 and Section 21E of  the  Securities
Exchange   Act  of  1934.  These  statements  describe   the
company's future plans, objectives and goals. These forward-
looking  statements  involve risks and  uncertainties  which
could  cause  actual results to differ materially  from  the
plans, objectives and goals set forth in this press release.
Factors  which could materially affect such forward- looking
statements  can  be found in the Company's periodic  reports
filed with the Securities and Exchange Commission, including
risk  factors  detailed in the Company's Form 10-K  for  the
year   ended  December  31,  2003.  Shareholders,  potential
investors  and  other readers are urged  to  consider  these
factors   carefully   in  evaluating   the   forward-looking
statements and are cautioned not to place undue reliance  on
such forward-looking statements.

The  forward-looking statements made in this  press  release
are  only  made  as  of the date hereof and  Waste  Services
undertakes  no  obligation to publicly update such  forward-
looking   statements   to  reflect  subsequent   events   or
circumstances.

Waste  Services,  Inc. is a multi-regional integrated  solid
waste  services company that provides collection,  transfer,
disposal  and  recycling services in the United  States  and
Canada.  The company's web site is www.wasteservicesinc.com.
Information on the Company's web site does not form part  of
this press release.

For information contact:

Mark A. Pytosh, Executive Vice President
905-319-6054





                                                       WASTE SERVICES, INC.
                                    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (In thousands of US dollars; except per share amounts)


                                                                         Three Months Ended      Six Months Ended
                                                                              June 30,               June 30,
                                                                         ___________________    __________________
                                                                            2004      2003        2004      2003
                                                                         _________  ________    ________  ________
                                                                                              
Revenue.................................................................  $ 72,626  $ 31,282    $122,943  $ 56,562


Operating and other expenses:
   Cost of operations...................................................    49,913    20,430      84,084    37,024
   Selling, general and administrative expense
     exclusive of stock-based compensation..............................    13,959     6,792      25,909    11,521
   Stock-based compensation expense (benefit)...........................       357       120      (1,034)     (177)
   Depreciation, depletion and amortization.............................     7,809     3,566      13,281     6,791
   Foreign exchange gain and other......................................      (283)      392        (373)      357
                                                                         __________ _________   _________ _________

Income (loss) from operations...........................................       871       (18)      1,076     1,046
Interest expense........................................................    12,266     1,667      18,582     2,987
Changes in fair value of warrants pending registration..................       421         -         421         -
Cumulative mandatorily redeemable preferred stock dividends and
   amortization of issue costs..........................................     4,290     2,198       8,309     2,198
                                                                         __________ _________   _________ _________

Loss before income taxes................................................   (16,106)   (3,883)    (26,236)   (4,139)
Income tax provision (benefit)..........................................     2,509      (377)      3,338      (334)
                                                                         __________ _________   _________ _________

Loss before cumulative effect of change in accounting principle.........   (18,615)   (3,506)    (29,574)   (3,805)
Cumulative effect of change in accounting principle, net of provision
   for income taxes of $134 and $256 for the six months ended
   June 30, 2004 and 2003, respectively.................................         -         -         225       518
                                                                         __________ _________   _________ _________

Net loss................................................................   (18,615)   (3,506)    (29,349)   (3,287)
Deemed dividend on Series 1 Preferred Shares............................         -   (12,489)          -   (21,021)
                                                                         __________ _________   _________ _________

Net loss attributable to Common ShareholderS...........................   $(18,615) $(15,995)   $(29,349) $(24,308)
                                                                         ========== =========   ========= =========
Basic and diluted loss per share:
   Basic and diluted loss per share attributable to Common Shareholders
     before cumulative effect of change in accounting principle........   $  (0.21) $  (0.42)   $  (0.37) $  (0.68)
   Cumulative effect of change in accounting principlE.................          -         -           -      0.01
                                                                         __________ _________   _________ _________

Loss per share - basic and diluted.....................................   $  (0.21) $  (0.42)   $  (0.37) $  (0.67)
                                                                         ========== =========   ========= =========

Weighted average Common Shares outstanding - basic and diluted.........     88,855    37,865      79,736    36,537
                                                                         ========== =========   ========= =========