September 6, 2019

Patrick Dovigi
President and Chief Executive Officer
GFL Environmental Holdings Inc.
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9

       Re: GFL Environmental Holdings Inc.
           Amendment No. 1 to Registration Statement on Form F-1
           Filed August 22, 2019
           File No. 333-232731

Dear Mr. Dovigi:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our August 15,
2019 letter.

Form F-1/A Filed August 22, 2019

Risk Factors
Failure to comply with requirements to design, implement and maintain effective
internal
control..., page 46

1.     We note your response to comment 11. In a similar manner to your
response, please
       expand your disclosures to discuss your long term remediation plans.
Unaudited Pro Forma Combined Financial Information, page 72

2.     We note your response to comment 18. In connection with the
Recapitalization in May
       2018, you entered into the Revolving Credit Facility and Term Facility
as well as issued
       US$400.0 million in aggregate principal amount of 7.000% Senior Notes.
Given that the
 Patrick Dovigi
FirstName LastNamePatrick Dovigi
GFL Environmental Holdings Inc.
Comapany 6, 2019
September NameGFL Environmental Holdings Inc.
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FirstName LastName
         pro forma financial information assumes that the Recapitalization was
consummated on
         January 1, 2018, please help us understand why adjustment (7) does not
also reflect
         additional interest expense associated with these financing
arrangements entered into in
         connection with the Recapitalization.
3.       We note your response to comment 19. Rule 11-01(a)(8) of Regulation
S-X requires pro
         forma financial information to be furnished when consummation of other
events or
         transactions has occurred or is probable for which disclosure of pro
forma financial
         information would be material to investors. Given the impact that the
pre-closing capital
         changes as well as the application of the estimated net proceeds from
the offering would
         appear to have on your financial statements, including to your pro
forma interest expense
         and earnings per share amounts, please help us further understand why
you do not intend
         to reflect these transactions in your pro forma financial information.
Alternatively, please
         reflect these transactions as well in your pro forma financial
information. These
         transactions can be reflected in a separate column from the pro forma
financial
         information currently provided related to the Waste Industries Merger
and the
         Recapitalization.
4.       We note your response to comment 23. You state that the outstanding
options held by the
         predecessor entity prior to the Recapitalization as well as by Waste
Industries prior to
         being acquired would have been expensed immediately prior to these two
events.
         Therefore, you have adjusted the share-based compensation expense to
reflect only the
         expense of the successor entity. Please disclose how the outstanding
options were settled
         as part of these transactions, including if new options were issued.
Please also better
         clarify what charges are being removed and your basis for removing the
charges recorded
         in your historical financial statements. For example, please clarify
if you are removing
         the nonrecurring charges recorded in the historical financial
statements related to the
         settlement of these options that occurred as a result of these
transactions.
5.       We note your response to comment 21. In regards to your adjustment to
depreciation, you
         assumed the mid-point of your depreciation policy to depreciate the
incremental value,
         assuming the assets were in the middle of their life cycle on average.
Please expand your
         disclosures to better explain your basis for this assumption. In
regards to your pro forma
         amortization expense calculation, please further clarify in your
disclosures the specific
         asset categories and corresponding useful lives used similar to your
description of the pro
         forma adjustment for depreciation expense.
Non-IFRS Measures , page 81

6.       We note your response to comment 26. In your reconciliation from SG&A
to Adjusted
         SG&A, please explain the nature of the adjustment in a similar manner
to your response.
         Please specifically clarify that these are transaction fees incurred
in connection with
         specific acquisition and financing activities as well as explain why
you believe these are
         not indicative of your underlying SG&A cost base.
 Patrick Dovigi
FirstName LastNamePatrick Dovigi
GFL Environmental Holdings Inc.
Comapany 6, 2019
September NameGFL Environmental Holdings Inc.
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FirstName LastName
Full Year 2018 compared to Fiscal 2017, page 93

7.       We note your response to comment 8. We continue to believe that your
combined
         presentation of predecessor and successor periods appears
inappropriate given the
         significant change in basis between the two periods and should be
removed. In addition to
         this combined presentation, you also provide a table on page 93 which
appears to remove
         the purchase accounting adjustments made to your historical financial
statements and
         presents a full income statement without the impact of purchase
accounting. We remind
         you it is also not appropriate to present full non-GAAP income
statements pursuant to
         Question 102.10 of our C&DI's on Non-GAAP Financial Measures.

         Please provide a discussion and analysis for each period presented for
the successor and
         predecessor periods, which may be supplemented with a discussion and
analysis of
         pro forma financial information. In this regard, please consider
presenting a subtotal in
         your pro forma financial information presented beginning on page 72
which would show
         solely the impact of the Recapitalization. These pro forma amounts
could be discussed
         and analyzed in addition to your discussion of the historical
successor and predecessor
         periods. Please revise as necessary.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 112

8.       We note your response to comment 10. Please address the following in
regards to your
         presentation of Run-Rate EBITDA:
           Your response indicates that you are presenting Run-Rate EBITDA to
measure
            compliance with your debt covenants. In this regard, it is not
clear why your
            disclosures on page 82 do not indicate this pursuant to Item
10(e)(1)(i)(c) of
            Regulation S-K and also it is not clear why this would not be
considered a liquidity
            measure;
           We note that the covenant is consolidated total net "funded" debt to
Run-Rate
            EBITDA; however only the calculation for Run-Rate EBITDA is
calculated. Please
            also show how net "funded" debt is determined;
           Please disclose the the actual or reasonably likely effects of
compliance or non-
            compliance with the covenant on your financial condition and
liquidity; and
           Given the significance of the Acquisition EBITDA adjustments line
item in your
            reconciliation, please expand your disclosures to provide
additional insight on how
            this amount is determined, including significant estimates and
assumptions used.
         Refer to question 102.09 of our C&DIs on Non-GAAP Financial Measures.
Landfill Asset, Landfill Closure and Post-Closure Obligations, and Landfill
Capacity, page 127

9.       We note your response to comment 27. Please address the following:
           You recognize the estimated liability for final capping, closure and
post-closure
 Patrick Dovigi
FirstName LastNamePatrick Dovigi
GFL Environmental Holdings Inc.
Comapany 6, 2019
September NameGFL Environmental Holdings Inc.
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FirstName LastName
             maintenance obligations in the year in which it is incurred.
Please further clarify what
             is meant by when it is incurred. For example, it is not clear if
the obligations are
             recorded as landfill airspace is consumed;
             Regarding the units of consumption rates used to amortize your
landfill assets each
             period, please disclose the actual rates used, how they are
determined, and the factors
             that led to significant changes in the rates from period to
period; and
             Please provide additional insight as to the total available
capacity of your landfills,
             with separate disclosure of the amount of capacity that is
permitted versus capacity
             that is not permitted at the end of each period. In addition, if
there have been any
             significant changes to landfill expansion capacity in the periods
presented aside from
             the use of capacity, please disclose the nature of the changes and
the corresponding
             impact on the capacity.
Critical Accounting Estimates and Judgments
Share-Based Compensation, page 129

10.      We note your response to comment 28. Please address the following:
           The listing provided in your response does not appear to provide all
equity issuances
           since January 1, 2018 as requested. For example, we note that based
on page 203
           there were also equity issuances on March 18, 2019 and April 1,
2019. Please revise;
           Please tell us the fair value of your underlying common stock used
and your basis for
           this fair value for each equity issuance. Your response only
provides the subscription
           price and strike price of the issuances. We note that multiple of
the issuances appear
           to be related to third-party transactions. In this regard, please
tell us the implied fair
           value of the common shares based on these third-party transactions;
           Please tell us the significant factors that contributed to
differences in the fair value
           determined between each valuation date; and
           To the extent applicable, please reconcile the fair values you used
for equity
           transactions to the fair value indicated by the anticipated IPO
price.
Certain Relationships and Related Party Transactions, page 186

11.      We note that you issued a promissory note to Josaud Holdings Inc., an
entity controlled by
         Mr. Dovigi. Please disclose the terms of the prmissory note.
Financial Statements, page F-1

12.      We note your response to comment 30. Please help us further understand
your basis for
         determining that the financial statements of GFL Environmental Inc.
would not provide
         meaningful information. Please also confirm, if true, that the only
impact of the
         Amalgamation on the GFL Environmental Holdings Inc. financial
statements currently
         provided to arrive at the post-Amalgamation financial statements of
GFL Environmental
         Inc. will be the Pre-Closing Capital Changes which will be reflected
in the Capitalization
         Table and Pro Forma Financial information.
 Patrick Dovigi
GFL Environmental Holdings Inc.
September 6, 2019
Page 5
Financial Statements
GFL Environmental Holdings Inc., page F-2

13.      We note that you have presented some expenses by function and other
expenses by
         nature. As a result it appears that some of the expenses you have
presented by function do
         not include all costs associated with that functional expense, such as
cost of sales and
         selling, general and administrative expenses. Please revise your
statements of
         operations to present your expenses by either function or by nature.
Refer to paragraphs
         15 and 99 of IAS 1.
Note 8. Goodwill, page F-58

14.      We note your response to comment 33. Please help us better understand
how you
         determined it was appropriate to test goodwill at the operating
segment level pursuant to
         IAS 36. Please specifically tell us what your cash-generating units
are and how you
         determined that the the operating segment level was the lowest level
within the entity at
         which goodwill is monitored pursuant to IAS 36.80. In this regard, we
note that you have
         3 operating segments: Solid Waste, Infrastructure & Soil Remediation,
and Liquid Waste
         with the Solid Waste segment representing approximately 66% of total
revenues for the
         successor period in 2018. In addition, it does not appear that all of
the disclosures called
         for by IAS 36.134 have been provided such as paragraph (d) related to
your determination
         of the recoverable amount based on value in use. Please advise or
revise your disclosures
         accordingly.
Note 13. Revenue, page F-70

15.      We note your response to comment 36. Your response only appears to
address
         stewardship return incentives. In regards to product sales, please
also help us understand
         the significance of these revenue amounts and further clarify how you
recognize revenue
         related to these amounts pursuant to IFRS 15.119.
Notes to the Financial Statements
Note 13. Revenue, page F-70
FirstName note your response to comment 37. It is not clear why you intend to
only provide the
16.    We LastNamePatrick Dovigi
Comapany NameGFL Environmental 15.119(b) Inc.
       disclosures called for by IFRS Holdings in future periods, rather than
in the current filing
       as well. Please advise or revise your disclosures.
September 6, 2019 Page 5
FirstName LastName
 Patrick Dovigi
FirstName LastNamePatrick Dovigi
GFL Environmental Holdings Inc.
Comapany 6, 2019
September NameGFL Environmental Holdings Inc.
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FirstName LastName
       You may contact Nudrat Salik, Staff Accountant, at (202) 551-3692 or Al
Pavot, Staff
Accountant, at (202) 551-3738 if you have questions regarding comments on the
financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing and
                                                          Construction
cc:      Ryan Bekkerus