Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                        WASTE SYSTEMS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its Charter)
         and the subsidiary guarantors identified in Footnote (A) below
       -------------------------------------------------------------------

              DELAWARE                                           95-420366
  (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                            Identification No.)
    (For Co-Registrants; please                       For Co-Registrants; please
      see Footnote (A) below)                            see Footnote (A) below)
       -------------------------------------------------------------------
                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (781) 862-3000
   (Address, including zip code, and telephone number, including area code, of
                  Co-Registrants' principal executive office)
                                 ---------------

                                PHILIP W. STRAUSS
                 Chairman, Chief Executive Officer and President
                        WASTE SYSTEMS INTERNATIONAL, INC.
                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (781) 862-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                 ---------------
                                   Copies to:
                             THOMAS P. STORER, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                Boston, MA 02109
                                 (617) 570-1000

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this Registration  Statement,  as determined by
the Registrant.
         If the only securities  being registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]
         If any of the  securities  being  registered  on this form are to be
offered on a delayed  or  continuous basis pursuant to Rule 415 under the
Securities Act of 1933,  other than securities  offered only in connection with
dividend or interest reinvestment plans, please check the following box.  [X]
         If this form is used to register additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]
         If this  form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the  Securities  Act,  please check the  following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]
         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [  ]

                                                                                       

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------- ------------- ----------------- ---------------- -----------------
                                                                    Proposed          Proposed
            Title of Each Class of                   Amount          Maximum           Maximum
          Securities to be Registered                 to be      Offering Price       Aggregate       Amount of
                                                   Registered     Per Note (1)     Offering Price  Registration Fee
- ------------------------------------------------- ------------- ----------------- ---------------- -----------------
11 1/2% Senior Notes due 2006                      $22,500,000         100%          $22,500,000         $6,255
- ------------------------------------------------- ------------- ----------------- ---------------- -----------------
Subsidiary Guarantees                                        -                 -                -       $0 (2)
- ------------------------------------------------- ------------- ----------------- ---------------- =================




(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended
     (the "Securities Act").
(2)  Pursuant to Rule 457(n) under the Securities Act.
     The Co-Registrants amend this registration  statement on such date or dates
as may be necessary to delay its effective date until the  Co-Registrants  shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933, as amended,  or until this  registration  statement
shall become  effective on such date as the Securities and Exchange  Commission,
acting pursuant to said Section 8(a), may determine.


     (A) The following  direct or indirect  wholly owned  subsidiaries  of Waste
Systems International,  Inc. are guarantors of the notes and are Co-Registrants,
each of which is incorporated in the  jurisdiction  and has the I.R.S.  Employer
Identification Number indicated:

     WSI Medical  Waste  Systems,  Inc.,  a Delaware  corporation  (04-3377563);
     Biosafe Systems,  Inc., a Delaware corporation  (34-4027808);  WSI New York
     Holdings, Inc., a Delaware corporation (04-3428760); WSI of New York, Inc.,
     a Delaware corporation (04-3434005);  Palmer Resource Recovery Corp., a New
     York  corporation  (16-1557988);  WSI  Camden  Transfer  Station,  Inc.,  a
     Delaware corporation  (04-3457679);  WSI Vermont Holdings, Inc., a Delaware
     corporation  (04-0347845);  WSI of Vermont,  Inc.,  a Delaware  corporation
     (04-0354296);   WSI  Moretown  Landfill,   Inc.,  a  Delaware   corporation
     (03-0355691); WSI Burlington Transfer Station, Inc., a Delaware corporation
     (04-3374689);   WSI  St.  Johnsbury  Transfer  Station,  Inc.,  a  Delaware
     corporation (03-0356503); WSI Waitsfield Transfer Station, Inc., a Delaware
     corporation  (04-3292469);  WSI  Massachusetts  Holdings,  Inc., a Delaware
     corporation  (04-3301441);  WSI Massachusetts  Recycling,  Inc., a Delaware
     corporation  (04-3470404);  WSI of Massachusetts  Hauling, Inc., a Delaware
     corporation (04-3301442); WSI of South Hadley, Inc., a Delaware corporation
     (04-3086959);  WSI Oxford Transfer  Station,  Inc., a Delaware  corporation
     (04-3454163);   WSI  Maryland  Holdings,   Inc.,  a  Delaware   corporation
     (04-3428758); Eastern Trans-Waste of Maryland, Inc., a Maryland corporation
     (52-1294346);  WSI  Pennsylvania  Holdings,  Inc.,  a Delaware  corporation
     (04-3301448);   WSI  Altoona   Hauling,   Inc.,   a  Delaware   corporation
     (04-3301449);   WSI  Hopewell  Landfill,   Inc.,  a  Delaware   corporation
     (04-3301445);   WSI  Somerset   Hauling,   Inc.,  a  Delaware   corporation
     (04-3460153);  Community Refuse Service,  Inc., a Pennsylvania  corporation
     (23-1554822);   WSI  Harrisburg  Hauling,   Inc.,  a  Delaware  corporation
     (04-3301450);  and Mostoller  Landfill,  Inc., a  Pennsylvania  corporation
     (25-1622775).   (Exact  names  of  Co-Registrants  as  specified  in  their
     Charters)





                   Subject to completion, dated August 5, 1999

- --------------------------------------------------------------------------------
     Information  contained  herein is subject to  completion  or  amendment.  A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission  but has not yet been  declared  effective.
These  securities may not be sold nor may offers to buy be accepted prior to the
time the registration  statement  becomes  effective.  This prospectus shall not
constitute  an offer to sell or the  solicitation  of an offer to buy nor  shall
there  by any sale of  these  securities  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of such state.
- --------------------------------------------------------------------------------
PROSPECTUS





                        Waste Systems International, Inc.

      $22,500,000 aggregate principal amount 11 1/2% Senior Notes Due 2006
                               offered for resale

                                       (4)

o        The person  listed as the  selling  noteholder  in this  prospectus  is
         offering up to $22,500,000 aggregate principal amount of 11 1/2% Senior
         Notes due 2006 of Waste Systems.

o        The selling  noteholder  may offer its shares through public or private
         transactions,  in the Private  Offering  Resales  and  Trading  through
         Automated  Linkages or "PORTAL" market and at prevailing  market prices
         or at privately negotiated prices.

o        The  senior   notes  may  be  sold   directly  or  through   agents  or
         broker-dealers  acting as principal or agent.  The selling  noteholders
         may engage  underwriters,  brokers,  dealers or agents, who may receive
         commissions or discounts from the selling noteholders.


Waste Systems will not receive any proceeds from the sale of the senior notes by
      the selling  noteholder.  We will pay  substantially  all of the  expenses
      incident  to the  registration  of these  notes,  except  for the  selling
      commissions if any.

o     Waste  Systems  is an  integrated  non-hazardous  solid  waste  management
      company that provides waste collection,  recycling,  transfer and disposal
      services to commercial,  industrial,  residential and municipal  customers
      within some  regional  markets in the Northeast  and  Mid-Atlantic  states
      where we operate.

o     Waste Systems is a Delaware corporation,  with principal executive offices
      located at 420 Bedford Street, Suite 300, Lexington,  Massachusetts 02420;
      our telephone number is (781) 862-3000.


                      Consider carefully the "Risk Factors"
                          beginning on page 10 of this
                                   prospectus.
                              --------------------


The  information  in this  prospectus is not complete and may be changed.  These
securities  may  not be  sold  nor  may  offers  to buy be  accepted  until  the
registration  statement  filed with the  Securities  and Exchange  Commission is
effective.  This  prospectus is not an offer to sell these  securities and it is
not soliciting an offer to buy these  securities in any state where the offer or
sale is not permitted.


Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of these  securities,  nor have any of
these organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.


                               The date of this prospectus is August __, 1999


                                TABLE OF CONTENTS

                                                                           Page
FORWARD-LOOKING STATEMENTS.....................................................1

PROSPECTUS SUMMARY.............................................................1

THE OFFERED SENIOR NOTES.......................................................1

THE EXCHANGE OFFER FOR $77,500,000 AGGREGATE PRINCIPAL
AMOUNTOF OLD SENIOR NOTES......................................................2

THE COMPANY....................................................................3

SUMMARY OF TERMS OF THE SENIOR NOTES...........................................6

RISK FACTORS..................................................................10
 The trading price for the Senior Notes may be volatile.......................10
 Payment of principal and interest on the Senior Notes
  is subordinated to our secured debt and our
  subsidiaries'secured debt...................................................10
 A court may declare the subsidiary guarantees void,
  subordinated or take other actions detrimental to you.......................10
 We may be unable to meet our obligations to repurchase
  the Senior Notes upon a change of control...................................11
 Our history of losses make the Senior Notes a highly
  speculative investment......................................................11
 Our high level of indebtedness could adversely affect our
  financial health............................................................12
 Incurring more debt could further exacerbate the risks of
  our high level of indebtedness..............................................13
 We may not generate enough cash to service our indebtedness
  or our other liquidity needs................................................13
 We have no control over many factors in our ability to
  finance planned growth......................................................13
 Our future success depends upon our ability to manage
  rapid growth in operations and personnel....................................14
 Our future success depends upon our ability to identify,
  acquire and integrate acquisition targets...................................14
 Loss of key executives could affect Waste Systems's
  ability to achieve Waste Systems's business objectives......................14
 Failed acquisitions or projects may adversely affect our
  results of operations and financial condition...............................14
 Our business may not succeed due to the highly competitive
  nature of the solid waste management industry...............................15
 Seasonal revenue fluctuations may negatively impact our
  operations..................................................................15
 The geographic concentration of our operations magnifies the
  risks to our success........................................................16
 Potential difficulties in acquiring landfill capacity could
  increase our costs..........................................................16
 Failure to obtain landfill closure performance bonds and
  letters of credit may adversely affect our business.........................16
 Estimated accruals for landfill closure and post-closure
  costs may not meet our actual financial obligations.........................16
 Environmental and other government regulations impose
  costs and uncertainty on our operations.....................................17
 We are exposed to potential liability for environmental
  damage and regulatory noncompliance.........................................17
 Our environmental liability insurance may not cover all
  risks of loss...............................................................17
 Addressing local community concerns about our operations
  may adversely affect our business...........................................17
 Year 2000 problems could have an adverse impact on our
  business....................................................................18

RECENT DEVELOPMENTS...........................................................19

DESCRIPTION OF SENIOR NOTES...................................................22
      Subsidiary Guarantees...................................................22
      Redemption..............................................................23
      Ranking.................................................................24
      Change of Control.......................................................24
      Certain Covenants.......................................................25
      Merger, Consolidation or Sale of Assets.................................37
      Events of Default.......................................................37
      Defeasance..............................................................39
      Satisfaction and Discharge of the Indenture.............................41
      Transfer and Exchange...................................................41
      Amendments and Waivers..................................................41
      Concerning the Trustee..................................................43
      Governing Law...........................................................43
      Certain Definitions.....................................................43

BOOK-ENTRY; DELIVERY AND FORM.................................................55

SELLING NOTEHOLDER............................................................58

PLAN OF DISTRIBUTION..........................................................59

USE OF PROCEEDS...............................................................60

LEGAL MATTERS.................................................................61

EXPERTS.......................................................................61

WHERE YOU MAY FIND MORE INFORMATION...........................................62

DOCUMENTS INCORPORATED BY REFERENCE...........................................62




                           FORWARD-LOOKING STATEMENTS

         This   prospectus   includes  both   historical   and   forward-looking
statements.  These  forward-looking  statements are not facts;  rather, they are
intentions  and  expectations  relating to our plans,  strategies  and prospects
under  the   headings   "Prospectus   Summary,"   "Risk   Factors"  and  "Recent
Developments."  The   forward-looking   statements  in  these  sections  of  the
prospectus  can  generally  be  identified  by our use of words  such as "plan,"
"intend,"  "believe,"  "expect," and other words of similar import.  Although we
believe that our plans, intentions and expectations reflected in or suggested by
such  forward-looking  statements are  reasonable,  we cannot assure you that we
will achieve such plans,  intentions  or  expectations.  We urge you to consider
carefully  the  important  factors  that could  cause  actual  results to differ
materially from the  forward-looking  statements.  Such factors are described in
the section  entitled "Risk Factors" and elsewhere in this  prospectus.  We make
all the  forward-looking  statements in this  prospectus  only as of the date of
this  prospectus,  and we  undertake  no  obligation  to  publicly  update  such
forward-looking statements to reflect subsequent events.


                               PROSPECTUS SUMMARY

         This summary highlights selected information from this prospectus,  but
does  not  contain  all the  information  that  may be  important  to you.  This
prospectus  includes or incorporates by reference  specific terms of the 11 1/2%
Senior  Notes  due 2006,  as well as  information  regarding  our  business.  We
encourage you to review the detailed information and data appearing elsewhere or
incorporated by reference in this prospectus.  Except in discussing our business
and results of operations and where the context requires  otherwise,  references
in this  prospectus to "we," "us," "our," "Waste  Systems" or "Company" refer to
Waste Systems International, Inc., and not to any of our subsidiaries.

         In this prospectus, we use various terms to describe our 11 1/2% Senior
Notes due 2006, as follows:

o "Old Senior Notes"
          refers  to the  $100,000,000  aggregate  principal  amount  of 11 1/2%
     Senior  Notes due 2006  originally  issued  on March 2, 1999 and  currently
     outstanding.

o "Offered Senior Notes"
          refers to the  $22,500,000  aggregate  principal  amount of Old Senior
     Notes  offered  for  resale  by the  selling  noteholder  by  means of this
     prospectus.

o "New Senior Notes"
          refers to the up to $77,500,000  aggregate principal amount of 11 1/2%
     Series B Senior Notes due 2006 to be issued in the exchange  offer relating
     to the Old Senior  Notes,  which is  described in this  prospectus  summary
     under the heading  entitled "The Exchange Offer For  $77,500,000  Aggregate
     Principal  Amount  of Old  Senior  Notes."  The New  Senior  Notes  will be
     registered   under  the   Securities   Act  of  1933  but  otherwise   have
     substantially  identical  terms as the Old Senior Notes and will be treated
     with the Old Senior Notes as a single class under the indenture.
o "Senior Notes"
    refers to the Old Senior Notes and the New Senior Notes, collectively.


                            THE OFFERED SENIOR NOTES

         On March  2,  1999,  we  completed  the  private  offering  and sale of
$100,000,000  principal  amount of Old Senior  Notes and warrants to purchase an
aggregate of 1,500,000  shares of common stock,  subject to  adjustment,  to the
initial  purchaser,  First Albany  Corporation.  The Old Senior Notes are,  and,
immediately after the exchange offer is completed, the New Senior Notes will be,
guaranteed by all of our current subsidiaries.

         At the time of that  private  sale,  Waste  Systems and the  subsidiary
guarantors of the Old Senior Notes entered into a registration  rights agreement
with the initial purchaser  relating to the registration of the Old Senior Notes
with the Securities and Exchange  Commission.  In that  agreement,  we agreed to
deliver  to the  holders  of Old  Senior  Notes  either  (a) an  exchange  offer
prospectus, by which we would offer to exchange the Old Senior Notes of eligible
holders for New Senior Notes,  or (b) this  prospectus,  by which the holders of
Old Senior Notes not eligible to participate in the exchange offer  described in
clause (a) above may publicly resell their Old Senior Notes.

         It is our  understanding  that,  under current  interpretations  by the
Securities  and Exchange  Commission of applicable  provisions of the Securities
Act of 1933,  "affiliates"  of an  issuer  of  securities  are not  eligible  to
participate in exchange  offers of the type we are currently  conducting for the
other holders of Old Senior Notes.  Since the selling  noteholder  named in this
prospectus  is an  affiliate  of  Waste  Systems  for  purposes  of the  federal
securities  laws,  it is not  eligible to  participate  in the  exchange  offer.
Accordingly, we
                                                         61

are performing our obligation to file this  prospectus,  by which the holders of
Old Senior Notes that are not eligible to  participate in the exchange offer for
New Senior Notes may publicly resell their Old Senior Notes.

         In the registration rights agreement, we agreed to file this prospectus
as  promptly  as  practicable.  We also  agreed:  (a) to cause the  registration
statement to be declared effective by the Securities and Exchange  Commission on
or before October 28, 1999; and (b) to keep the registration  statement of which
this  prospectus  is a part  effective  until the  earlier  of (1) the date that
holders of the Old Senior Notes can sell their notes  pursuant to Rule 144 under
the Securities Act without any  limitations  under clauses (c), (e), (f) and (h)
of Rule  144 and (2)  March  2,  2000.  If we  fail  to  meet  either  of  those
obligations,  we must  increase the  then-current  interest  rate payable on all
outstanding Old Senior Notes by 0.50% per annum until the registration statement
is declared effective.

         You should read the discussion  under the heading  "Summary of Terms of
the Senior  Notes" and  "Description  of Senior  Notes" for further  information
regarding the Senior Notes and our  obligations  under the  registration  rights
agreement.


          THE EXCHANGE OFFER FOR $77,500,000 AGGREGATE PRINCIPAL AMOUNT
                               OF OLD SENIOR NOTES

         In the registration  rights agreement  entered into in conjunction with
the March 2, 1999 private  offering,  we agreed to exchange New Senior Notes for
Old Senior Notes on or before  October 28, 1999.  On July 14, 1999, we commenced
the  exchange  offer for an  aggregate of  $77,500,000  principal  amount of Old
Senior Notes for New Senior Notes that are registered  under the Securities Act,
and otherwise have  substantially  identical terms as the Old Senior Notes.  Any
Old Senior Notes,  including the Offered Senior Notes,  that remain  outstanding
and not exchanged  after the  consummation of the exchange offer will be treated
as a single  class under the  indenture  with the New Senior Notes issued in the
exchange  offer.  We expect to close the  exchange  offer on or about August 13,
1999.

         In the registration  rights  agreement,  we also agreed (1) to keep the
exchange  offer  registration  statement  effective  until the exchange offer is
completed and (2) to complete the exchange  offer on or before October 28, 1999.
Under the  agreement,  if we fail to meet either of those  obligations,  we must
increase the  then-current  interest rate payable on all  outstanding Old Senior
Notes by 0.50% per annum until the  exchange  offer  registration  statement  is
again effective or the exchange offer is completed, as applicable.


                                   THE COMPANY

         We are an integrated  non-hazardous solid waste management company that
provides  waste  collection,   recycling,  transfer  and  disposal  services  to
commercial, industrial, residential and municipal customers within some regional
markets in the  Northeast  and  mid-Atlantic  states  where we  operate.  We are
achieving significant growth by implementing an active acquisition strategy, and
plan to  contribute to our growth by  generating  increased  sales from existing
operations  and achieving  greater  operating  efficiencies.  Waste Systems is a
Delaware corporation. Our principal executive offices are located at 420 Bedford
Street,  Suite 300, Lexington,  Massachusetts 02420, and our telephone number is
(781) 862-3000.

Current Integrated Operations

         We  currently  operate,  and intend to  expand,  regional  networks  of
integrated waste collection and disposal  operations.  These integrated networks
consist of operating  landfills,  waste transfer stations,  and waste collection
operations.

         o         Waste Collection Operations

         We own multiple waste collection operating  subsidiaries which serve as
conduits of waste flow to our transfer stations and landfill  operations.  As of
June 9, 1999, our waste  collection  operations  serve a total of  approximately
72,000  commercial,  industrial,  residential  and  municipal  customers  in the
Vermont,  Central  Pennsylvania,  Upstate  New  York and  Central  Massachusetts
markets.  Since  then,  we have  acquired an  additional  waste  collection  and
transfer station operation servicing the Baltimore, Maryland and Washington D.C.
region,  and completed the  acquisition  of  established  waste  collection  and
transfer station operations in Southern New Hampshire and Eastern Massachusetts.

         o         Landfill Operations

         We currently  own four  landfills,  one in Vermont and three in central
Pennsylvania.  Two of these were operating in 1998, and generated  approximately
20% of our 1998  revenues.  Of the remaining  two, one began  operating in March
1999 with the  acquisition of Community  Refuse  Service,  Inc. and we expect to
begin operating the other in the fourth quarter of 1999. The aggregate remaining
estimated  permitted  capacity of our four owned landfills is  approximately  24
million cubic yards.  In addition,  we have a 16-year  contract with the Town of
South Hadley,  Massachusetts to operate that town's landfill, subject to receipt
of required permits,  which we expect to begin operating in the first quarter of
2000. The South Hadley  landfill has an estimated  capacity of 2.0 million cubic
yards available for future disposal.

         o         Transfer Station Operations

         We provide transfer  station  services  supporting one of our landfills
and have  acquired  another  transfer  station that is  permitted  and has begun
construction.  We  recently  completed  the  acquisition  of an  operation  that
provides  both waste  collection  and transfer  station  services.  We have also
recently  completed,  the acquisition of two additional  transfer stations.  The
transfer stations serve as gateways of waste streams by receiving and compacting
solid waste  collected  by us and by third  parties,  which we then  transfer by
long-haul trucks for disposal at landfills we operate.

The Movement of the Solid Waste Management Industry Toward Consolidation and
Integration

         The solid waste management industry is undergoing general trends toward
significant  consolidation  and  integration.  We believe  these  trends are due
primarily to the following factors:

   o  stringent environmental regulations which require increased capital to
      maintain regulatory compliance;

   o  the inability of many smaller operators to achieve the competitive
      economies of scale enjoyed by larger operators;

   o  the competitive and economic benefits of providing integrated collection,
      recycling, transfer and disposal services; and

   o  the privatization of solid waste landfills, transfer stations, and
      collection services by municipalities.

         Although significant  consolidation has occurred within the solid waste
management industry,  we believe the industry remains highly fragmented and that
a substantial  number of potential  acquisition and privatization  opportunities
remain, including in the Northeast and Mid-Atlantic states where we operate.

Our Strategy to Capitalize on Industry Consolidation and Integration

         We  seek  to  acquire  independent  collection,  transfer  station  and
landfill  operations in appropriate locales to integrate those acquisitions into
our current  operations.  Our objective is to expand the geographic scope of our
operations and to become one of the leading non-hazardous solid waste management
companies  in each local  market  that we serve.  The  primary  elements  of our
strategy for achieving these objectives are:

         o        Executing our acquisition  program.  Our  acquisition  program
                  consists  of  identifying   regional   markets  and  acquiring
                  non-hazardous  solid waste  disposal  assets in those targeted
                  markets  that we can  operate  as  part of a fully  integrated
                  solid  waste  management  operation.  To  establish  ourselves
                  within  a  selected  market,  we seek  acquisitions  that  are
                  consistent  with  our  plan  to  acquire  long-term   disposal
                  capacity in targeted  regional markets,  collection  companies
                  and  transfer  stations  in the  targeted  regions to secure a
                  stable  long-term  waste  flow,  and small  but  complementary
                  "tuck-in"   collection   companies   to  increase  a  regional
                  operation's profitability.

         o        Generating  internal  growth.  We  plan to  generate  internal
                  growth  from   existing   operations   by   increasing   sales
                  penetration  in our current and adjacent  markets,  soliciting
                  new   commercial,   industrial  and   residential   customers,
                  marketing  upgraded services to existing  customers and, where
                  appropriate, raising prices.

         o        Increasing  operating  efficiency.  We expect to increase  our
                  operating    efficiency    through    implementation   of   an
                  organizational   system  that  sets  operating  standards  and
                  measures and analyzes  operating  criteria of our  collection,
                  transfer, disposal and other services.

         In connection with our growth strategy,  Waste Systems currently is and
at any given time will be involved in potential acquisitions that are in various
stages of exploration and negotiation,  ranging from initial  discussions to the
execution of letters of intent and the  preparation  of  definitive  agreements.
Some of these potential acquisitions may be material. No assurance can be given,
however,  that we will be  successful  in  completing  further  acquisitions  in
accordance with our growth strategy, or that acquisitions, if completed, will be
successful.  For a  description  of the risks  involved in our growth  strategy,
please refer to the subsections of the "Risk Factors" section of this prospectus
on page 13  beginning  with "We have no control over many factors in our ability
to finance planned growth".

Our Key Strengths

         Through  the  implementation  of our  growth  strategy,  we  believe we
demonstrate the following key strengths:

         o         Development of Fully Integrated Operations

         During  1998,  over 95% of the solid waste from our Vermont  operations
was delivered for disposal at our Moretown,  Vermont landfill, and approximately
40% of the solid waste  delivered for disposal at the Moretown  landfill  during
this period was  collected by us. We continue to develop  more fully  integrated
operations in our targeted market areas.  During 1998,  approximately 59% of the
solid waste from our central Pennsylvania  operations was delivered for disposal
at the Sandy Run landfill in Hopewell,  Pennsylvania,  and  approximately 60% of
the solid waste  delivered  for disposal at the Sandy Run  landfill  during this
period  was  collected  by us.  We  expect  to begin  integration  of our  waste
collection  operations and transfer  station  services in central  Massachusetts
once the South Hadley landfill is operational.  We recently acquired our upstate
New York waste  collection and transfer  station  operations in  anticipation of
landfill privatization opportunities in that market area.

         o         Operating Efficiencies

         We are achieving significant operating  efficiencies and reducing costs
through  consolidation  and  elimination  of  redundant  corporate  and  service
functions in acquired businesses.

         o         Significant Disposal Capacity

         We have  approximately 26.0 million cubic yards of landfill capacity in
landfills  we own or  operate,  of which  9.9  million  cubic  yards  are  fully
permitted and operating.  We recently began  construction  on an additional 14.2
million  cubic  yards of  landfill  capacity,  and 2.0  million  cubic yards are
engaged in the final  permitting  process.  This significant  disposal  capacity
gives us the  opportunity  to achieve a high degree of  integration  by allowing
room for disposal of the waste streams  generated by our growing  collection and
transfer operations.

         o         Successful Acquiror and Consolidator

         We believe that we have  demonstrated  our ability to realize  value in
the fragmented  solid waste  management  industry by completing  acquisitions of
three  landfills,   five  transfer  stations,  and  41  solid  waste  collection
operations in the Northeast and Mid-Atlantic  regions since January 1998. Please
see the section of this prospectus entitled "Recent  Developments"  beginning on
page [19] for a more complete  description  of our current  activities.  We have
been  effective in executing our  acquisition  program to expand our solid waste
assets in our  targeted  regional  markets  at prices we  believe  will  provide
opportunities for increased profits and flexibility in operations.

         As a result of executing  our  acquisition  program,  we have  realized
significant growth in revenue and earnings before interest,  taxes, depreciation
and  amortization  or EBITDA,  which we believe  is a measure  commonly  used by
lenders and some investors to evaluate a company's performance in our industry.

         o         Strong Management Team

         Our  management  team has a demonstrated  track record of  identifying,
acquiring,  integrating and operating non-hazardous solid waste disposal assets.
Our  executives and operation  managers  average 13.2 years of experience in the
solid waste disposal industry. In addition, senior management owns a significant
equity stake in Waste Systems, which motivates them to achieve our objectives to
maximize the value of their Waste Systems's stock.


                      SUMMARY OF TERMS OF THE SENIOR NOTES


Original Issuance.........................
          $100,000,000 aggregate principal amount of 11 1/2% Senior Notes due
     2006.

Securities Offered by this Prospectus.....
          $22,500,000  aggregate  principal  amount of 11 1/2% Senior  Notes due
     2006 of Waste Systems.

Maturity Date.............................
          January 15, 2006.

Interest Rate.............................
          The Senior Notes accrue interest at the rate of 11 1/2% per annum.

Liquidated Damages........................
          We must  increase the interest rate payable on the Old Senior Notes to
     0.50% per annum higher than the then-current rate of interest if:

    o  the  Securities  and  Exchange  Commission  has  not  declared  the
       registration  statement of which this prospectus  forms a part effective
       on or before October 28, 1999;
    o  the  registration  statement of which this  prospectus  forms a part
     fails to be effective  under the  Securities  Act,  subject to some limited
     exceptions,  on or before  the  earlier  of (1) the date that  holders  may
     resell the Offered  Senior Notes  pursuant to Rule 144 under the Securities
     Act without  limitations under clauses (c), (e), (f) and (h) of Rule 144 or
     (2) March 2, 2001;

    o  we have not completed the exchange offer on or before October 28,1999; or

    o  we fail in our  obligations  to (1)  file a  registration  statement
     relating to the 1,500,000  warrants  originally  issued in conjunction with
     the Old Senior Notes and the common stock  issuable upon  conversion of the
     warrants  or (2) to have that  registration  statement  declared  effective
     and/or remain effective,  in each case within the time periods specified in
     the warrant registration rights agreement.

Changes in Interest Rate..................
          We must  increase  the interest  rate per annum  payable on the Senior
     Notes if we do not achieve an  Adjusted  Stockholders'  Equity,  as defined
     below,  of at least $40  million by the dates in the column  below,  to the
     interest rate per annum in the corresponding column.

                       Date                               Interest Rate

               December 31, 1999                                13%
               June 30, 2000                                    14%
               December 31, 2000                                15%



          "Adjusted  Stockholders'  Equity"  means our  stockholders'  equity as
     shown on our  consolidated  balance  sheets  filed  as part of our  regular
     reports with the Securities and Exchange Commission, less the amount of any
     increase  therein  resulting from the issuance of shares of common stock in
     exchange for  outstanding  7%  Convertible  Subordinated  Notes due 2005 of
     Waste Systems,  to the extent,  if any, that the issuance exceeds 2,343,646
     shares of common stock in the aggregate.

          Each Senior Note will cease to bear interest from the maturity date or
     any redemption date unless, upon due presentation,  payment of principal is
     improperly  withheld or refused. In the event of improper  nonpayment,  the
     relevant Senior Note shall continue to bear interest at the rate of 11 1/2%
     per year until the date on which all sums due in respect of the Senior Note
     up to that date are received by or on behalf of the relevant holder.

Interest Payment Dates
          We will pay interest on the Senior Notes  semi-annually  in arrears on
     July 15, to holders of record as of July 1, and  January  15, to holders of
     record as of  January  1, of each  year,  commencing  July 15,  1999  until
     maturity.  Interest  will be  computed  on the basis of a  360-day  year of
     twelve 30-day months.

Payment Procedures......................
          The  principal of,  premium,  if any, and interest on the Senior Notes
     will be payable,  and the Senior Notes may be exchanged or  transferred  at
     the office or agency of Waste  Systems  maintained  for the  purpose in the
     Borough of Manhattan, The City of New York. Initially, the office or agency
     will be the corporate  trust office of IBJ Whitehall  Bank & Trust Company,
     the trustee of the Senior Notes, located at One State Street, New York, New
     York 10004.  Principal  and  interest  will be payable at the office of the
     trustee  but, at our option,  interest  may be paid by check  mailed to the
     registered  holders at their  registered  addresses or by wire  transfer to
     accounts  specified  by  them.  No  service  charge  will be  made  for any
     registration  of  transfer  or  exchange  of the Senior  Notes,  but we may
     require  payment of a sum  sufficient  to cover any  transfer  tax or other
     similar governmental charge payable in connection with the registration.

          Subject to applicable law, the trustee and the paying agents shall pay
     to Waste  Systems  upon  written  request  any monies  held by them for the
     payment of principal or interest that remains unclaimed for two years, and,
     after two years, holders entitled to such monies must look to Waste Systems
     for payment as general creditors.

Ranking.................................
          The Senior Notes and the subsidiary guarantees:

       o  are senior unsecured obligations of Waste Systems;
       o  rank equally in right of payment with all other existing and future
          senior unsecured obligations of Waste Systems and the subsidiary
          guarantors, including the New Senior Notes; and

       o  are  effectively  subordinated to all of Waste  Systems's and our
          subsidiary guarantors' secured debt, including amounts outstanding
          under any credit facility and capital lease obligations, to the extent
          of  the  value  of the assets securing that debt.

Subsidiary Guarantees...................
          The Senior Notes are guaranteed on a senior  unsecured basis by all of
     our current subsidiaries, which are wholly owned by Waste Systems and which
     conduct substantially all of the operations of our business. The subsidiary
     guarantees are joint and several obligations of the subsidiary  guarantors.
     All of our subsidiary  guarantors are  considered  restricted  subsidiaries
     under  the  indenture.   The  indenture  permits  Waste  Systems,  in  some
     circumstances,  to  establish  "unrestricted  subsidiaries"  which will not
     guarantee the Senior Notes.

Optional Redemption.....................
          We may not redeem the Senior Notes  before March 2, 2003.  After March
     2, 2003, we may redeem the Senior  Notes,  in whole or in part, at any time
     at the  redemption  price  described in this  prospectus  under the heading
     "Description of Senior Notes-Redemption,"  together with accrued and unpaid
     interest, if any, to the date of redemption.

          We may also  purchase  Senior Notes in the open market or otherwise at
     any price.

Change of Control.......................
          Upon the  occurrence  of an event  considered a "change of control" of
     Waste  Systems,  you  will  have the  right to sell  back to us all of your
     Senior Notes at a price equal to 101% of the  aggregate  principal  amount,
     together  with  accrued and unpaid  interest,  if any, to the date of sale.
     Please  refer to the section in the  prospectus  entitled  "Description  of
     Senior Notes-Change of Control."

Certain Covenants.......................
          The  indenture  under which the Old Senior  Notes have been issued and
     the New Senior  Notes will be issued  limits our ability and the ability of
     our subsidiary guarantors to, among other things:

         o      incur additional indebtedness;
         o      pay dividends on or redeem our capital stock;
         o      issue capital stock of our subsidiaries;
         o      make investments;
         o      create liens;
         o      issue guarantees;
         o      engage in transactions with affiliates;
         o      sell assets; and
         o      conduct certain mergers and consolidations.

          All of the limitations and  prohibitions  described  above, as well as
     the other limitations and prohibitions applicable under the indenture,  are
     subject to a number of  important  qualifications  and  exceptions.  Please
     refer to the sections in this  prospectus  entitled  "Description of Senior
     Notes-Certain Covenants."

Form and Denomination...................
          The  Senior  Notes  are  in  registered  form  without   coupons,   in
     denominations  of $10,000.  The Senior Notes are represented by one or more
     permanent  global  securities  in bearer  form  deposited  on behalf of The
     Depository  Trust  Company  with IBJ  Whitehall  Bank & Trust  Company,  as
     custodian.  You will not receive the Senior Notes in registered form unless
     one of the events  described  in the  section of this  prospectus  entitled
     "Book Entry;  Delivery and Form" occurs.  Instead,  beneficial interests in
     the Senior Notes will be shown on, and  transfers of these will be effected
     only through, records maintained in book-entry form by The Depository Trust
     Company for its participants.



Absence of a Public Market for the Offered Senior Notes......
          The Senior  Notes are  currently  eligible  for trading in the Private
     Offering,  Resales  and  Trading  through  Automated  Linkages  or "PORTAL"
     market.  After purchase,  you may continue to trade the Senior Notes in the
     PORTAL market. We do not intend to register the Offered Senior Notes or any
     other Senior Notes on any securities exchange.

The Indenture...........................
          The Offered Senior Notes and the New Senior Notes will be treated as a
     single class under the indenture.

Risk Factors

         You should consider  carefully all of the information set forth in this
prospectus and the specific  factors set forth under the "Risk Factors"  section
beginning on page 10 before  deciding to invest in the securities  being offered
in this prospectus.

                                  RISK FACTORS

         You should  carefully  consider the following  risks in addition to the
other  information and data set forth in this prospectus  before  purchasing the
Offered  Senior Notes.  The risk factors  described  below are applicable to the
Offered Senior Notes as well as the New Senior Notes.

The trading price for the Senior Notes may be volatileThe  trading price for the
Senior Notes may be volatile.

         The trading  price of the Senior Notes could be subject to  significant
fluctuations in response to changes in our prospects and financial condition. In
addition,  factors such as  announcements  of fluctuations  in our  competitors'
operating results, changes in interest rates and general market conditions could
have a significant  impact on the future trading prices of the Senior Notes. Any
of these  factors may have an adverse  effect on the level and  stability of the
trading prices of the Senior Notes. Historically,  the market for non-investment
grade debt, such as the Senior Notes,  has been subject to disruptions that have
caused substantial volatility in the prices of non-investment grade debt.

Payment of principal  and interest on the Senior  Notes is  subordinated  to our
secured debt and our subsidiaries' secured debtPayment of principal and interest
on the Senior Notes is  subordinated  to our secured debt and our  subsidiaries'
secured debt.

         The Senior Notes are senior unsecured  obligations of Waste Systems and
the  subsidiary  guarantors,  and rank equal in right of payment  with all other
existing  and future  senior  unsecured  indebtedness  of Waste  Systems and the
subsidiary guarantors.  As unsecured obligations,  however, the Senior Notes are
effectively subordinated to all of Waste Systems's and our subsidiaries' secured
debt,  including loans outstanding  under any bank credit facility,  our capital
lease  obligations  and  all  liabilities,  including  trade  payables,  of  our
subsidiaries  that do not  guarantee  the  Senior  Notes.  Currently  all of our
subsidiaries  guarantee the Senior Notes, but the indenture  permits  subsidiary
guarantors to be released from the guarantees in some  circumstances and permits
Waste Systems to establish, in some circumstances, new subsidiaries that have no
obligation to guarantee  the Senior  Notes.  Please refer to the section of this
prospectus entitled "Description of Senior  Notes--Subsidiary  Guarantees" for a
detailed discussion of the subsidiary guarantees.

         In the event of a bankruptcy, liquidation, dissolution,  reorganization
or similar  proceeding  of Waste  Systems,  the assets of Waste  Systems will be
available  to satisfy  obligations  of our and our  subsidiaries'  secured  debt
before any payment may be made on the Senior Notes.  In addition,  to the extent
the secured  assets cannot fully satisfy the secured  indebtedness,  the secured
creditors would have a claim for any shortfall that would rank equal in right of
payment with the Senior Notes.

A court may declare the subsidiary  guarantees void,  subordinated or take other
actions  detrimental to youA court may declare the subsidiary  guarantees  void,
subordinated or take other actions detrimental to you.

         Various  fraudulent  conveyance  laws  enacted  for the  protection  of
creditors may apply to the  subsidiary  guarantors'  issuance of the  subsidiary
guarantees. A court may void or subordinate a subsidiary guarantee if it were to
find that:

   o  the subsidiary guarantor incurred the guarantee with the intent to hinder,
      delay or defraud any present or future creditor;

   o  the subsidiary guarantor contemplated insolvency with a design to prefer
      one or more creditors to the exclusion in whole or in part of others; or

   o  the subsidiary guarantor

       (1) did not receive fair consideration or reasonably equivalent value for
           issuing its subsidiary guarantee; and

       (2) at the time the subsidiary guarantee was issued,

             - was insolvent or rendered insolvent by the issuance of the
               subsidiary guarantee;

             - was engaged or about to engage in a business or transaction for
               which its remaining assets constituted unreasonably small capital
               to carry on its business; or

             - intended to incur, or believed that it would incur, debts beyond
                its ability to pay them as they matured.

         If this  happened,  your claims as a holder of the Senior Notes against
the issuer of an invalid subsidiary guarantee would be subordinated to the prior
payment  of  all  liabilities,  including  trade  payables,  of  the  subsidiary
guarantor.

         A court's method for  determining  insolvency for purposes of the above
considerations  will vary  depending  upon the law applied in each case. In most
cases,  however, a court may find a subsidiary guarantor insolvent if the sum of
its debts, including contingent  liabilities,  is greater than the fair value of
all of its assets or if the amount required to pay its probable liability on its
existing debts, as they mature,  is greater than the present fair saleable value
of its assets.

         We cannot  assure you,  however,  that a court  passing on these issues
will find that the subsidiary guarantees were not fraudulent conveyances. Please
refer  to the  section  in  this  prospectus  entitled  "Description  of  Senior
Notes--Subsidiary Guarantees" for further discussion of this important issue.

We  may be unable to meet our  obligations  to  repurchase  the
Senior Notes upon a change of control.

         In the event of a change of control  of Waste  Systems,  the  indenture
requires us to make an offer to  repurchase  all  outstanding  Senior Notes at a
price equal to 101% of their principal amount,  plus accrued and unpaid interest
to the date of repurchase.  However,  if a change of control  occurs,  we cannot
assure you that we will have the sufficient funds available to make any required
repurchases of the Senior Notes, or that restrictions in our other  indebtedness
will allow us to make any required  repurchases.  Please refer to the section in
this prospectus entitled  "Description of Senior Notes--Change of Control" for a
more detailed  description of the events  constituting a change of control under
the Senior Notes indenture.

Our history of losses make the Senior Notes a highly speculative investment.

         From Waste  Systems's  inception  through  March 31, 1999,  we have had
aggregate net losses of  approximately  $43.9  million on aggregate  revenues of
approximately $36.2 million and had an accumulated loss from operations of $26.0
million.  Following Waste Systems's restructuring in 1996, we directed our focus
on becoming an  integrated  solid waste  management  company by  implementing  a
business strategy based on aggressive growth through  acquisitions.  Our ability
to become  profitable  and to maintain  profitability  as we pursue our business
strategy will depend upon several factors, including our ability to:

   o execute our acquisition strategy and expand our revenue generating
     operations while maintaining or reducing our proportionate administrative
     expenses;

   o locate sufficient financing to fund acquisitions; and

   o adapt to changing conditions in the competitive market in which we operate.

External factors,  such as the economic and regulatory  environments in which we
operate will also have an effect on our business and its profitability. However,
continued  losses and negative cash flow may not only prevent us from  achieving
our  strategic  objectives,  it may also  limit our  ability  to meet  financial
obligations, including our obligations under the Senior Notes.

Our high level of indebtedness  could adversely  affect our financial  health.

         We   currently   have  a  high  level  of   indebtedness   relative  to
stockholders' equity. The following table illustrates our level of indebtedness:

                                                       As of March 31, 1999
                                                       (dollars in thousands)

         Long-term indebtedness...............                  $152,057
         Stockholders' equity.................                    $5,892
         Debt to equity ratio.................                    25.7:1

         Our high level of indebtedness could:

         o  limit our flexibility in planning for, or reacting to, changes in
            business, industry and economic conditions;

         o  require us to dedicate a substantial  portion of our cash flow from
            operations to repaying indebtedness, thereby reducing the
            availability of our cash flow to fund working capital, capital
            expenditures and other general corporate purposes;

         o  place us at a competitive disadvantage compared to our competitors
            with lower levels of indebtedness; and

         o  limit our ability to borrow additional  funds,  either because of
            restrictive covenants  in the Senior Notes indenture or because of a
            potential lender's limits on borrower indebtedness.


         Our high level of indebtedness may have a direct negative impact on our
operations. It may also result in an event of default under our debt instruments
which,  if not cured or  waived,  could have a  material  adverse  effect on our
finances.

                                     For the three
                                      months ended        For the Years Ended
                                        March 31,             December 31,
                                          1999             1998          1997
                                           ----            ----          ----

     Ratio of Earnings to
        Fixed Charges..............        N/A              N/A           N/A

         For the three months ended March 31, 1999,  we incurred net losses that
did not cover fixed charges by  approximately  $8.8 million;  for the year ended
December  31, 1998,  we incurred net losses that did not cover fixed  charges by
approximately  $6.6  million;  and for the year  ended  December  31,  1997,  we
incurred  net losses  that did not cover  fixed  charges by  approximately  $5.5
million.  For purposes of computing this financial  relationship  of earnings to
fixed  charges,  earnings  consist  of  pretax  income  (loss)  from  continuing
operations  plus fixed charges.  Fixed charges  consist of interest  expense and
financing  costs,  including  capitalized  interest and amortization of deferred
financing  costs,  and an  estimated  portion of rentals  representing  interest
costs.

Incurring  more debt  could  further  exacerbate  the risks of our high level of
indebtedness.

         Despite our current high level of indebtedness,  the indenture does not
fully  prohibit us or our  subsidiaries  from incurring  substantial  additional
indebtedness  in the  future.  We may  increase  our  level of  indebtedness  by
obtaining  additional bank financing.  Borrowings and other  indebtedness  which
Waste Systems or our  subsidiaries  may incur may be secured and therefore would
rank senior to the Senior Notes and the  subsidiary  guarantees.  If new debt is
added to our current  level of debt,  the related  risks of  indebtedness  could
intensify both for us and for the holders of the Senior Notes.

We may not  generate  enough  cash to  service  our  indebtedness  or our  other
liquidity  needs

         Our ability to make  payments  on and to  refinance  our  indebtedness,
including the Senior Notes, and to fund planned capital expenditures will depend
on our ability to generate cash in the future.  This ability  depends in part on
our operating performance and the execution of our business strategy. It is also
subject to influence by general economic, financial,  competitive,  legislative,
regulatory and other factors that are beyond our control.

         We cannot assure you that our business will  generate  sufficient  cash
flow  from  operations,  that we will  realize  anticipated  cost  savings  from
operating  efficiency  improvements,  or that we will be able to  obtain  future
financing in amounts sufficient to enable us to pay our indebtedness,  including
the Senior Notes, or to fund our other liquidity needs.

         The  following  table  outlines  the  schedule  of  our  required  debt
amortization payments:
                                                                           

                             Balance at                                     Total
                             March 31,                           Principal Payments Due During
                               1999    1999    2000  2001   2002   2003  2004    2005     2006   Remainder   Total
                               ----    ----    ----  ----   ----   ----  ----    ----     ----   ---------   -----
                                                       (dollars in thousands)

Long-Term Debt:
   Bank credit facility      $      -  $  -  $   -  $  -   $  -  $   -  $  -  $     -  $      -   $   -    $      -
   Capital leases, equipment
     and other notes payable    2,106   216    281   306    334    282   139      153       169     226       2,106
   Senior Notes               100,000     -      -     -      -      -     -        -   100,000       -     100,000
   10% convertible
     subordinated debentures      400     -    400     -      -      -     -        -         -       -         400
   7% convertible
     subordinated notes        49,551     -      -     -      -      -     -   49,551         -       -      49,551
     ------------------      --------  ----  -----  ----   ----  -----  ----  -------  --------   -----    --------

   Total                     $152,057  $216  $ 681  $306   $334  $ 282  $139  $49,704  $100,169   $ 226    $152,057
                             ========  ====  =====  ====   ====  =====  ====  =======  ========   =====    ========




         We may  need  to  refinance  all  or a  portion  of  our  indebtedness,
including the Senior Notes, on or before maturity.  We cannot assure you that we
will be able to refinance any of our  indebtedness,  including the Senior Notes,
on commercially reasonable terms or at all.

We have no control over many factors in our ability to finance planned  growth.

         We  require  substantial  funds to  complete  and  bring to  commercial
viability all of our currently planned projects.  We also anticipate that future
business acquisitions will be financed not only through cash from operations and
the proceeds from the Old Senior Notes offering,  but also by future  borrowings
under bank credit facilities,  offerings of Waste Systems stock as consideration
for acquisitions,  or from the proceeds of additional equity or debt financings.
Therefore,  our ability to satisfy our future capital and operating requirements
for  planned  growth is  dependent  on a number of pending  or future  financing
activities, and we cannot assure you that any of these financing activities will
be successfully completed.

Our future success depends upon our ability to manage rapid growth in operations
and personnel.

         Our  objective  is to continue  to grow by  expanding  our  services in
selected  markets  where  we  can be one of  the  largest  and  most  profitable
fully-integrated   solid  waste  management  companies.   Accordingly,   we  may
experience  periods of  substantial  rapid  growth.  This  growth  could place a
significant  strain  on our  operational,  financial  and other  resources.  Any
failure to expand our  operational  and  financial  systems  and  controls in an
efficient  manner at a pace  consistent  with our  growth  could have a material
adverse effect on our business, financial condition and results of operations.

         Our future success is also highly dependent upon our continuing ability
to identify,  hire,  train and motivate a sufficient  number of highly qualified
personnel for our planned growth.  We face competition for recruiting  qualified
personnel  from our  competitors,  other  companies not in the waste  management
industry, government entities and other organizations. We cannot assure you that
we will be  successful  in  attracting  and  retaining  qualified  personnel  as
required for our present and future planned operations. Our inability to attract
and retain a  sufficient  number of  qualified  personnel  could have a material
negative impact on our business, financial condition and results of operations.

Our future success  depends upon our ability to identify,  acquire and integrate
acquisition  targets.

         Our future success is highly  dependent  upon our continued  ability to
successfully identify,  acquire and integrate additional solid waste collection,
recycling,  transfer  and  disposal  businesses.  As the solid waste  management
industry continues to consolidate, competition for acquisition candidates within
the industry  increases  and the  availability  of suitable  candidates on terms
favorable to us may decrease. We compete for acquisition candidates with larger,
more established companies that may have significantly greater capital resources
than we do, which can further decrease the availability of suitable  acquisition
candidates at prices affordable to us. We cannot assure you that we will be able
to  identify  suitable  acquisition   candidates,   to  successfully   negotiate
acquisitions on terms reasonable to us given our resources,  to obtain financing
for those targets on favorable terms, or to successfully  integrate any acquired
targets with our current operations.

         We believe  that a  significant  factor in our  ability  to  consummate
acquisitions will be the attractiveness of our common stock as consideration for
potential  acquisition  targets.  This  attractiveness  may be,  in large  part,
dependent  upon the relative  market  price and capital  prospects of our equity
securities as compared to the equity securities of our competitors. Our stock is
traded on the Nasdaq Stock Market,  Inc.'s  SmallCap  Market,  while some of our
competitors' stock is traded on larger,  more recognized  markets.  In addition,
some of our competitors have a significantly  larger  capitalization than we do,
which  generally  results  in a more  liquid  market for their  publicly  traded
securities. If the market price of our common stock were to decline, we might be
unable to use our common stock as consideration for future acquisitions.

Loss of key  executives  could affect Waste  Systems's  ability to achieve Waste
Systems's business objectives.

         We depend to a high degree on the services of Philip Strauss, Chairman,
Chief Executive Officer and President,  and Robert Rivkin,  Director,  Executive
Vice President--Acquisitions,  Chief Financial Officer, Secretary and Treasurer,
in planning to achieve our business objectives.  We have obtained $1 million key
executive insurance policies for each of Messrs. Strauss and Rivkin. However, if
we lost the  services of either of these  executives,  our  business,  financial
condition and results of operations could suffer material adverse effects.

Failed  acquisitions or projects may adversely  affect our results of operations
and financial condition.

         In accordance with generally accepted accounting principles,  we record
some  expenditures and advances relating to acquisitions,  pending  acquisitions
and  landfill  projects  as  assets  on our  balance  sheet,  then  amortize  or
depreciate  these  capitalized  expenditures  and  advances  over time,  usually
matching an asset's depreciation against the revenues it generates. We also have
an accounting  policy to record as an expense in the current  accounting  period
all unamortized capital expenditures and advances relating to any operation that
is permanently shut down, any acquisition that will not be consummated,  and any
landfill project that is terminated.  As a result of these accounting practices,
we may  have  to  record  the  entire  capitalized  expenditure  of  any  failed
acquisition or terminated project as a charge against earnings in the accounting
period in which the failure or termination  occurs. A large,  unexpected expense
against typical  earnings could have a material adverse effect on our results of
operations, financial condition and our business.

Our business may not succeed due to the highly  competitive  nature of the solid
waste  management  industry.

         The solid  waste  management  industry is highly  competitive  and very
fragmented,  and requires  substantial labor and capital resources.  Competition
exists for collection,  recycling,  transfer and disposal service customers,  as
well as for  acquisition  targets.  The  markets  we compete in or are likely to
compete in usually are served by one or more  national,  regional or local solid
waste  companies that may have a respected  market  presence,  and that may have
greater financial,  marketing or technical resources than those available to us.
Competition for waste  collection and disposal  business is based on price,  the
quality of service and geographical location. From time to time, competitors may
reduce the price of their  services  in an effort to expand or  maintain  market
share or to win competitively bid contracts.

         We  also  compete  with  counties,   municipalities  and  operators  of
alternative  disposal  facilities  that operate their own waste  collection  and
disposal facilities.  The availability of user fees, charges or tax revenues and
the availability of tax-exempt financing may provide a competitive  advantage to
public sector competitors in solid waste management.  Additionally,  alternative
disposal facilities such as recycling and incineration may reduce the demand for
the  landfill-based  solid waste disposal  services that we provide and on which
our  strategy  is  based.  We cannot  assure  you that we will be able to remain
competitive with our larger and better capitalized  private  competitors or with
tax-advantaged public sector operators.

Seasonal revenue fluctuations may negatively impact our operations.

         Our revenues and results of operations tend to vary seasonally. We tend
to have lower  revenues in the winter months of the fourth and first quarters of
the calendar year than in the warmer months of the second and third quarters.
The primary reasons for lower revenues in the winter months include:

        o harsh winter weather conditions may interfere with collection and
          transportation activities;

        o the volume of winter month waste in our operating regions is generally
          lower than that which occurs in warmer months; and

        o the construction and demolition activities which generate landfill
          waste are primarily performed in the warmer seasons.

We believe that the  seasonality  of the revenue stream will not have a material
adverse effect on our business, financial condition and results of operations on
an annualized  basis.  Still,  higher warm weather revenues may not offset lower
cold  season  revenues,  and  seasonal  revenue  fluctuations  may  make it more
difficult to manage and finance our business successfully.

The  geographic  concentration  of our  operations  magnifies  the  risks to our
success.

         Waste  Systems has  established  solid waste  management  operations in
Central Pennsylvania, Vermont, Upstate New York and Central Massachusetts. Since
our current primary source of revenues will be concentrated in these  geographic
locations, our business,  financial condition and results of operations could be
materially  affected by  downturns  in these  local  economies,  severe  weather
conditions  in  these  regions,   and  Pennsylvania,   Vermont,   New  York  and
Massachusetts state and local regulations. Factors that have a greater impact on
our  selected  markets  than on other  regions of the country are more likely to
have a negative  effect on our business than on our larger regional and national
competitors in the waste management industry.

         Industry  consolidation in our operating regions has also increased the
competition  for  customers  who  generate  waste  streams.  This  may  make  it
increasingly  difficult to expand  operations  within our selected  markets.  We
cannot  assure you that we will be able to continue to increase  the local waste
streams to our operating  landfills or be able to expand our geographic  markets
to  mitigate  the  effects of adverse  economic  events  that may occur in these
regions. As a result of our geographic concentration, we are exposed to a higher
degree of risks than our geographically more diverse competitors.

Potential  difficulties  in  acquiring  landfill  capacity  could  increase  our
costs.

         Our operations  depend on our ability to expand the landfills we own or
operate and to develop or acquire new landfill  sites. We cannot assure you that
we will be successful in obtaining new landfill sites or expanding the permitted
capacity of our existing  landfills.  The process of obtaining  required permits
and  approvals  to open  new  landfills,  and to  operate  and  expand  existing
landfills has become increasingly difficult and expensive.  The process can take
several years and involves  hearings and compliance  with zoning,  environmental
and other  requirements.  We cannot  assure  you that we will be  successful  in
obtaining and maintaining  required  permits to open new landfills or expand the
existing landfills we own or operate.

         Even when  granted,  final  permits to expand  landfills  are often not
approved until the remaining capacity of a landfill is very low. In the event we
exhaust our permitted  capacity at one of our  landfills,  our ability to expand
internally  will be  limited  and we  will be  required  to cap and  close  that
landfill.  Furthermore,  as the solid waste  management  industry  continues  to
consolidate,   there  will  be  greater   competition  for  potential   landfill
acquisitions.  As a result of insufficient landfill capacity, we could be forced
to transport waste greater distances to our own landfills that have capacity, or
to dispose of waste locally at landfills operated by our competitors.  In either
case, the additional  costs we would incur could have a material  adverse effect
on our business.

Failure to obtain landfill closure  performance  bonds and letters of credit may
adversely  affect our  business.

         We may be required to post a performance bond, surety bond or letter of
credit to ensure proper closure and  post-closure  monitoring and maintenance at
some of our landfills and transfer  stations.  Our failure to obtain performance
bonds,  surety bonds or letters of credit in sufficient amounts or at acceptable
rates may have a material  adverse effect on our business,  financial  condition
and results of operations.

Estimated  accruals for landfill closure and post-closure costs may not meet our
actual  financial   obligations.

         The closure and  post-closure  costs of our existing  landfills and any
landfill  we may own or  operate  in the  future  represent  material  financial
obligations.  To meet these future  obligations,  we estimate and accrue closure
and  post-closure  costs based on  engineering  estimates of landfill  usage and
remaining  landfill  capacity.  We cannot  assure  you that the  amount of funds
estimated and accrued for landfill closure and post-closure costs will be enough
to  meet  these  future  financial  obligations.   Any  failure  to  meet  these
obligations when they become due, or any use of significant funds to cover a gap
between  such  accruals  and actual  landfill  closure  and  post-closure  costs
incurred,  may  have  a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Environmental and other government  regulations  impose costs and uncertainty on
our  operations.

         We and our customers operate in a highly regulated environment, and our
landfill  projects in particular  usually will require federal,  state and local
government  permits and environmental  approvals.  Maintaining  awareness of and
attempting to comply with applicable  environmental  legislation and regulations
require substantial expenditures of our personnel and financial resources. These
efforts,  however,  do not  guarantee  that we will  meet all of the  applicable
regulatory criteria necessary to obtain required permits and approvals.

         Government  regulators generally have broad discretion to deny, revoke,
or modify regulatory permits or approvals under a wide variety of circumstances.
In addition,  government  regulators may adopt new environmental  legislation or
regulations or amend existing legislation, and may interpret or enforce existing
legislation  in new  ways.  All of these  circumstances  may  require  us or our
customers to obtain additional permits or approvals.

         Any delay in obtaining  required  regulatory  permits or approvals  may
delay our ability to obtain project  financing,  thereby  increasing our need to
invest working  capital in projects before  obtaining more permanent  financing.
These  delays may also reduce our project  returns by  deferring  the receipt of
project  revenues to a later  project  completion  date.  If we are  required to
cancel any planned project because we were unable to obtain required  permits or
as a result of any other regulatory  impediments,  we may lose any investment we
have made in the project up to that point. The cancellation,  or any substantial
delay in completion,  of any project may have a significant  negative  effect on
our financial condition and results of operations.

We are exposed to potential  liability for  environmental  damage and regulatory
noncompliance.

         We are  engaged  in the  collection,  transfer  and  disposal  of waste
described as  non-hazardous,  and we believe  that we are  currently in material
compliance with all applicable  environmental laws. Despite these circumstances,
if harmful  substances escape into the environment and cause damages or injuries
as a result of our operating activities, we are exposed to the risk that we will
be held liable for any damages and injuries,  as well as for  significant  fines
for regulatory noncompliance.

Our  environmental  liability  insurance  may not  cover  all  risks of  loss.

         We  maintain  environmental  impairment  liability  insurance  covering
particular claims for the sudden or gradual onset of environmental damage to the
extent  of  $5  million  per  landfill.  If  we  were  to  incur  liability  for
environmental  damage in excess of our insurance limits, our financial condition
could be adversely  affected.  We also carry a comprehensive  general  liability
insurance policy,  which management  considers  adequate at this time to protect
our assets and operations from other risks.

Addressing  local community  concerns about our operations may adversely  affect
our  business.

         Members of the public in the  communities  where we do  business  could
raise concerns with government  regulators and others about the effects on their
communities  of our  existing or planned  operations  and,  in some  areas,  the
proposed development of solid waste facilities.  These concerns cannot always be
anticipated,  and our attempts to address these concerns may result in unforseen
delays,  costs and litigation that could adversely affect our ability to achieve
our business objectives.


Year  2000  problems  could  have an  adverse  impact on our  business.

         We   utilize   and  are   dependent   upon   general   accounting   and
industry-specific  customer  information  and  billing  software  to conduct our
business  that are likely to be  affected  by the date  change in the year 2000.
This  purchased  software is run on in-house  computer  networks.  In  addition,
embedded  technology  that is contained in a substantial  number of our items of
hauling,  disposal  and  communications  equipment  may be  affected by the date
change in the year  2000.  We have  initiated  a review  and  assessment  of all
hardware,  software  and  related  technologies  to  determine  whether  it will
function  properly in the year 2000. We currently  believe that costs associated
with the  compliance  efforts will not have a significant  impact on our ongoing
results of  operations,  although we cannot assure you in this regard.  Computer
software and related  technologies  used by our  customers,  service  providers,
vendors  and  suppliers  are also  likely to be  affected  by the year 2000 date
change.  To date,  those vendors which have been  contacted  have indicated that
their hardware or software is or will be year 2000 compliant in time frames that
meet  our  requirements.   We  have  also  initiated   communications  with  our
significant  suppliers regarding the year 2000 issue.  However, we cannot assure
you that the  systems  of such  suppliers,  or of  customers,  will be year 2000
compliant.  Failure by us or any of the  parties  mentioned  above,  to properly
process  dates for the year 2000 and  thereafter  could result in  unanticipated
expenses and delays to us,  including delays in the payment by our customers for
services provided and our ability to make payments on the Senior Notes.


                               RECENT DEVELOPMENTS
Senior Notes Offering

         Senior  Notes  offering  and use of  proceeds.  On  March 2,  1999,  we
completed a private  placement of $100.0 million  principal amount of Old Senior
Notes and warrants to purchase an aggregate of 1,500,000  shares of common stock
at an exercise  price of $6.25 per share.  Please  refer to the sections of this
prospectus entitled  "Prospectus  Summary--Summary of Terms of the Senior Notes"
and  "Description  of Senior Notes" for an  explanation of the material terms of
the Senior  Notes.  The net  proceeds to Waste  Systems from the sale of the Old
Senior Notes and warrants, after deducting the discount to the initial purchaser
and related issuance costs, were approximately  $97.3 million. We used a portion
of the proceeds from the offering to repay the $20.0 million of Waste  Systems's
13% short term notes due June 30, 1999. The $10.0 million  BankNorth Group, N.A.
credit facility and approximately $1.7 million of capital leases and other notes
payable  were paid with the  proceeds.  Also,  we redeemed  approximately  $1.45
million  principal  amount  of  Waste  Systems's  10%  convertible  subordinated
debentures  due October 6, 2000 and completed  several  acquisitions  as further
described  below. A portion of the proceeds has been used for general  corporate
purposes.  The remainder will be used for possible  future  acquisitions  and/or
working capital.

         In  connection  with the offering of the Old Senior Notes and warrants,
we entered into a registration rights agreement with the initial purchaser. This
registration  rights agreement  requires us to exchange the Old Senior Notes for
New Senior Notes for eligible  holders of Old Senior Notes. We filed an exchange
offer registration  statement with the Securities  Exchange Commission (File No.
333-81341)  that was declared  effective  on July 31, 1999 and we commenced  the
exchange  offer on July 14, 1999. We expect to close the exchange of $77,500,000
aggregate  principal  amount of Old Senior  Notes for New Senior Notes by August
13, 1999. Under the registration  rights  agreement,  if we fail to complete the
exchange  offer by October  28,  1999,  for any  reason,  we must  increase  the
interest  rate  payable  on the Old  Senior  Notes by 0.50% per annum  until the
exchange offer is completed.

         In addition,  the registration rights agreement requires us to register
for  resale  the Old  Senior  Notes  held by our  affiliates  or  other  persons
ineligible to participate in the exchange offer under the interpretations of the
Securities and Exchange  Commission of applicable  federal securities rules. The
registration  statement,  of which this  prospectus  is a part,  is  intended to
satisfy this  obligation.  Please see the sections of this  prospectus  entitled
"Prospectus  Summary-The  Offered  Senior Notes" and  "--Summary of Terms of the
Senior Notes" for a more complete  description of our obligation to register the
Offered Senior Notes.

         When we offered  the Old Senior  Notes,  we also  offered  warrants  to
purchase  1,500,000  shares of common stock. We also entered into a registration
rights  agreement with the initial  purchaser  relating to registration of those
warrants.  The warrant registration rights agreement requires us to register for
resale those warrants and any common stock that is issuable upon exercise of the
warrants.  Under the warrant  registration rights agreement,  if we fail to: (a)
file that registration statement on or prior to August 27, 1999; or (b) cause it
to be declared  effective by the Securities and Exchange  Commission on or prior
to October 28, 1999; or (c) keep the registration statement effective during the
prescribed  effective period; the interest rate payable on the Senior Notes will
increase  by 0.50%  per  annum  until  the  registration  statement  is filed or
declared or made effective, as applicable.  Accordingly,  we currently intend to
file with the Securities and Exchange Commission a shelf registration  statement
to register the warrants and the common stock issued or issuable  upon  exercise
of the warrants and to cause it to be declared  effective prior to the deadlines
described  above,  and to keep it  effective  during  the  prescribed  effective
period.

         Summary of terms of the  warrants.  The warrants are  exercisable  from
September 2, 1999,  through March 2, 2004.  The number of shares for which,  and
the  price  per  share at  which,  a warrant  is  exercisable,  are  subject  to
adjustment upon the occurrence of events specified in the warrant agreement.

Exchange of Common Stock for 7% Convertible Subordinated Notes due 2005

         On March 31, 1999, Waste Systems  completed a private exchange offer in
which we issued a total of  2,244,109  shares of common  stock in  exchange  for
$10,449,000  aggregate  principal  amount  of  the  outstanding  7%  Convertible
Subordinated  Notes due May 13, 2005 previously  issued in a private  placement.
The  exchange  price per share of $4.656 was equal to the  closing  price of our
common stock on the Nasdaq SmallCap Market on March 31, 1999. Accrued but unpaid
interest  on the notes  exchanged  was paid in cash.  As a result of the private
exchange  offer,  Waste  Systems  retired  $10,449,000  of  its  7%  Convertible
Subordinated  Notes.  The remaining notes are convertible by holders into common
stock at $10.00 per share.

         To conduct the private  exchange  offer,  we also entered into exchange
agreements  with  each of the  participating  note  holders.  In  each  exchange
agreement, we agreed to register for resale the shares of common stock issued in
the private exchange offer, or an aggregate of 2,244,109 shares of common stock.
On August 5, 1999, we filed a shelf  registration  statement with the Securities
and Exchange Commission to register those shares of common stock (File No.
333-[__________]).

Stock Repurchase

         With the proceeds  from the private  offering of Old Senior  Notes,  we
repurchased  497,778  shares  of our  common  stock  from  the  Federal  Deposit
Insurance  Corporation  for an aggregate  purchase price of  approximately  $2.8
million.

Acquisitions

         From  January 1, 1999 to May 1, 1999,  we completed  ten  acquisitions,
consisting  of  eight  collection  operations,  one  transfer  station  and  one
landfill.  The aggregate purchase price for these acquisitions was approximately
$42.1 million which was paid in cash and by the assumption of  approximately  $3
million  of  debt.   These   acquisitions   have  combined   annual  revenue  of
approximately  $12.0 million.  The acquisitions have all been recorded using the
purchase method of accounting.

         On August 3, 1999,  we completed the  acquisition  of the assets of C&J
Trucking,  Inc. and affiliates,  with collection  operations  throughout Eastern
Massachusetts  and Southern New Hampshire.  The acquired assets also include two
transfer stations located in Londonderry, New Hampshire and Lynn, Massachusetts,
which are initially expected to handle in excess of 1,000 tons of waste per day.
On  July  6,  1999,  we  acquired  Eastern  Trans-Waste  of  Maryland,  Inc.,  a
well-established  commercial and industrial  collection  operation servicing the
Baltimore, Maryland and Washington, D.C. region. Its operations include a 53,000
square foot transfer station located in Washington,  D.C., which is permitted to
operate twenty-four hours per day with no capacity restrictions.  As part of its
customer base,  Eastern  Trans-Waste serves the White House and numerous federal
agencies.  The total purchase price for these  acquisitions is approximately $70
million,  in cash and stock. The  consideration  paid to former  stockholders of
Eastern Trans-Waste of Maryland,  Inc. includes 2,678,620 shares of common stock
and  894  shares  of  newly   designated   Series  C  Preferred  Stock  that  is
automatically  convertible,  upon stockholder approval, into 1,576,292 shares of
common  stock,  subject  to  adjustment  in  the  event  of  a  stock  dividend,
subdivision  or  combination  of  Waste  Systems's  common  stock  or a  capital
reorganization,  merger or  consolidation of Waste Systems or the sale of all or
substantially  all of Waste Systems's  assets.  The Series C Preferred Stock has
substantially the same terms as the common stock,  other than: (1) a liquidation
preference  equal to $11,615  per share,  subject to  adjustment,  and (2) a per
share put right,  exercisable  in the event that  stockholder  approval  for the
Series C conversion is not obtained by October 30, 1999, equal to the sum of the
liquidation  preference amount and interest accrued thereon at 8% per annum from
July 2, 1999 per share. We intend to hold a special meeting of the  stockholders
before  October  30, 1999 to consider  and vote on  stockholder  approval of the
Series C conversion.

         The   acquisitions   are  expected  to  add   annualized   revenues  of
approximately  $30  million and will be recorded  using the  purchase  method of
accounting. As a result, we believe that we are poised to continue our growth in
these  areas and to enhance our  profitability  through  the  implementation  of
operating efficiencies.

New Revolving Credit Facility

         On July 22,  1999,  we  entered  into a $25  million  revolving  credit
facility with BankNorth Group, N.A. to fund acquisitions and for general working
capital purposes.  No credit has been drawn to date, but any debt incurred under
this credit facility is secured debt that is guaranteed by our subsidiaries. The
revolving credit  agreement has a term of three years,  provides for an interest
rate based on LIBOR,  and  includes  other terms and  conditions  customary  for
secured revolving credit facilities.

Private Placement of up to 2,857,143 shares of common stock

         On July  30,  1999,  we  completed  an  initial  closing  of a  private
placement  in which we  issued  571,429  shares of  common  stock for  aggregate
consideration  of $4 million,  and on August 2, 1999,  we completed a subsequent
closing of the  private  placement  in which we issued an  additional  1 million
shares of common  stock for  aggregate  additional  proceeds of $7 million.  The
proceeds  from  the  private   placement  will  be  used  for  potential  future
acquisitions  and  general  working  capital  purposes.  We  anticipate  holding
additional  subsequent  closings under the private placement for the issuance of
an  additional   1,285,714  shares,  for  a  total  of  2,857,143  shares  at  a
subscription  price of $7 per share,  resulting in gross total private placement
proceeds of $20 million.  The  subscription  agreements under which these shares
have been or may be sold obligate us to file a shelf registration  statement for
the resale of the shares. Accordingly, we intend to file with the Securities and
Exchange  Commission  by not later than  October 28,  1999 a shelf  registration
statement  for the  resale  of  these  shares,  and to cause  that  registration
statement to become effective on or before January 26, 2000.


                           DESCRIPTION OF SENIOR NOTES

The following section  "Description of Senior Notes" contains certain terms that
are defined in the indenture.  We have included the relevant  definitions in the
subsection  to this section  entitled "-- Certain  Definitions."  The  following
section  should be read in  conjunction  with the  information  provided  in the
"Prospectus  Summary"  section of this prospectus  under the heading "Summary of
Terms of the Senior Notes".

Subsidiary Guarantees

         Payment of the  principal  of,  premium,  if any,  and  interest on the
Senior  Notes,  when and as the same become due and payable,  will be guaranteed
jointly and  severally,  on a senior  unsecured  basis by each of the  following
subsidiary guarantors of Waste Systems:

                                        BioSafe Systems, Inc.
                                        Community Refuse Service, Inc.
                                        Mostoller Landfill, Inc.
                                        Palmer Resource Recovery Corp.
                                        WSI Burlington Transfer Station, Inc.
                                        WSI Camden Transfer Station, Inc.
                                        WSI Harrisburg Hauling, Inc.
                                        WSI Hopewell Landfill, Inc.
                                        WSI Maryland Holdings, Inc.
                                        Eastern Trans-Waste of Maryland, Inc.
                                        WSI of Massachusetts Hauling, Inc.
                                        WSI Massachusetts Holdings, Inc.
                                        WSI Massachusetts Recycling, Inc.
                                        WSI Medical Waste Systems Inc.
                                        WSI Moretown Landfill, Inc.
                                        WSI New York Holdings, Inc.
                                        WSI of New York, Inc.
                                        WSI Oxford Transfer Station, Inc.
                                        WSI Pennsylvania Holdings, Inc.
                                        WSI Altoona Hauling, Inc.
                                        WSI Somerset Hauling, Inc.
                                        WSI of South Hadley, Inc.
                                        WSI St. Johnsbury Transfer Station, Inc.
                                        WSI Vermont Holdings, Inc.
                                        WSI of Vermont, Inc.
                                        WSI Waitsfield Transfer Station, Inc.

The obligations of each subsidiary guarantor under its subsidiary guarantee will
be  limited  so as not to  constitute  a  fraudulent  conveyance  or  fraudulent
transfer under  applicable  law.  Please refer to the "Risk Factors"  section of
this  prospectus  under the  heading  "--A  court  may  declare  the  subsidiary
guarantees void, subordinated or take other actions detrimental to you."

         The indenture  requires that each of Waste Systems's current and future
Restricted  Subsidiaries  be a  subsidiary  guarantor.  As of the  date  of this
prospectus,  each  of the  subsidiaries  of  Waste  Systems  listed  above  is a
Restricted   Subsidiary.   The  indenture  permits  Waste  Systems,  in  certain
circumstances,  to establish "Unrestricted  Subsidiaries" which do not guarantee
the Senior Notes.  Any subsidiary  guarantor that is designated an  Unrestricted
Subsidiary in accordance  with the terms of the indenture shall be free from any
subsidiary  guarantee or, if previously a Restricted  Subsidiary,  released from
and relieved of its obligations under its subsidiary  guarantee,  according to a
supplemental indenture satisfactory to the trustee.

         The indenture  provides that no subsidiary  guarantor may merge with or
into or consolidate  with any other person or convey,  sell,  assign,  transfer,
lease or otherwise dispose of all or substantially all its properties and assets
to any other  Person,  other than Waste  Systems  or a Wholly  Owned  Restricted
Subsidiary,  unless (1) immediately after the transaction,  and giving effect to
the transaction,  no Default or Event of Default has occurred and is continuing;
(2) the  transaction  was subject to, and  consummated  in  compliance  with, as
appropriate,   either  the  covenant  described  under  the  caption  "--Certain
Covenants--Limitation  on Asset  Sales"  or the  covenant  described  under  the
caption  "--Merger,  Consolidation  and Sale of Assets";  and (3) Waste  Systems
shall have delivered to the trustee an officers'  certificate  and an opinion of
counsel,  each stating that the transaction  complies with the above  provisions
and that all conditions precedent relating to the transaction have been complied
with.

         The  indenture  further  provides  that,  in the  event  of (a) a sale,
transfer  or other  disposition  of all of the  capital  stock  of a  subsidiary
guarantor  to a  Person  that is not an  Affiliate  of  Waste  Systems,  the net
proceeds of which are applied by Waste Systems in accordance with the applicable
provisions of the indenture; (b) a sale, transfer or other disposition of all or
substantially  all of the assets of a  subsidiary  guarantor to a Person that is
not an Affiliate of Waste Systems, the Net Cash Proceeds of which are applied by
Waste Systems in accordance  with the "Limitation on Asset Sales"  covenant;  or
(c) the designation of the subsidiary  guarantor as an Unrestricted  Subsidiary,
in any the  case in  compliance  with  the  terms  of the  indenture,  then  the
subsidiary guarantor will be deemed  automatically and unconditionally  released
and  discharged  from all of its  obligations  under  its  subsidiary  guarantee
without  any  further  action on the part of the  trustee  or any  holder of the
Senior Notes.

Redemption

         Mandatory Redemption.  The Senior Notes will not be subject to any
mandatory sinking fund redemption before maturity.

         Optional Redemption. The Senior Notes will be redeemable at our option,
in whole or in part,  at any time on or after March 2, 2003,  upon not less than
30 nor more than 60 days prior notice  mailed by first class mail to each Senior
Note  holder's last address as it appears in the security  register.  The Senior
Notes  will  be  redeemable  at the  prices,  expressed  as  percentages  of the
principal amount of the Senior Notes, set forth below, plus in each case accrued
and unpaid interest,  if any, to the date of redemption,  if redeemed during the
periods  set  forth  below  (subject  to the right of  holders  of record on the
relevant record date to receive interest due on an interest payment date):

       Applicable Period.......................................    Percentage

       From March 2, 2003 to March 1, 2004.....................      106   7/8%
       From March 2, 2004 to March 1, 2005.....................      103  7/16%
       From March 2, 2005 to January 14, 2006..................      101  23/32%
       January 15, 2006 (Maturity).............................      100  23/32%

         In the case of any partial  redemption,  selection  of the Senior Notes
for redemption will be made by the trustee in compliance  with the  requirements
of the principal national  securities exchange or automated quotation system, if
any, on which the Senior Notes are listed or, if the Senior Notes are not listed
on a national  securities  exchange or automated  quotation system, by lot or by
any other method as the trustee in its sole discretion shall deem to be fair and
appropriate; provided that no Senior Note of $10,000 in principal amount or less
shall be  redeemed  in part.  If any Senior Note is to be redeemed in part only,
the notice of redemption  relating to the Senior Note shall state the portion of
the  principal  amount  thereof to be  redeemed.  A new Senior Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the
holder thereof upon  cancellation  of the original  Senior Note. Such new Senior
Notes can be obtained at the offices of the paying agents and transfer agents.

Ranking

         The Senior Notes and the subsidiary guarantees will be senior unsecured
obligations of the respective obligors and will rank equally in right of payment
with all other existing and future senior unsecured obligations of Waste Systems
and the subsidiary guarantors, respectively. The Senior Notes and the subsidiary
guarantees  will be effectively  subordinated  to all of Waste Systems's and our
subsidiaries'  secured debt, including amounts outstanding under any bank credit
facility and Capital Lease Obligations, to the extent of the value of the assets
securing such loans. The Senior Notes will also be structurally  subordinated to
all  liabilities,  including trade payables,  of any  subsidiaries  that are not
subsidiary  guarantors.  As of March 31, 1999,  Waste Systems and the subsidiary
guarantors  had  approximately  $52.1 million of  consolidated  debt and Capital
Lease Obligations  outstanding other than the Senior Notes,  excluding  accounts
payable,  of which none  would have been  senior  secured  debt of a  subsidiary
guarantor and $1.3 million were Capital Lease Obligations. Subject to particular
limitations,  Waste Systems and our Restricted Subsidiaries may incur additional
Indebtedness in the future.

Change of Control

         In the event of a Change of Control,  each holder of Senior  Notes will
have the right to require that Waste Systems purchase the holder's Senior Notes,
in whole or in part in integral  multiples  of $10,000,  at a purchase  price in
cash equal to 101% of the  aggregate  principal  amount plus  accrued and unpaid
interest, if any, to the date of purchase. This purchase price is referred to in
the indenture as the "Change of Control  Purchase Price," in accordance with the
terms set forth in the  indenture,  which is referred to in the indenture as the
"Change of Control Offer."

         Within 30 days  following  any Change of Control,  Waste  Systems  will
notify the  trustee  and will mail a notice to each  holder by first class mail,
postage prepaid, at the address of the holder appearing in the security register
stating,  among other things: (1) that a Change of Control has occurred and that
the holder has the right to require  Waste  Systems  to  purchase  the  holder's
Senior  Notes at the Change of Control  Purchase  Price in cash,  subject to the
right of holders of record on a record date to receive  interest on the relevant
interest payment date; (2) the repurchase date, which shall be a Business Day no
earlier  than 30 days nor later  than 60 days from the date the notice is mailed
or any later date as is necessary to comply with requirements under the Exchange
Act; (3) that any Senior Note not tendered will continue to accrue interest; (4)
that  unless  Waste  Systems  defaults  in the  payment of the Change of Control
Purchase Price,  any Senior Note accepted for payment  pursuant to the Change of
Control Offer will cease to accrue interest after the Change of Control purchase
date; and (5) the procedures  determined by Waste Systems,  consistent  with the
indenture,  that a holder must  follow to accept the Change of Control  Offer or
withdraw his, her or its acceptance.

         Waste  Systems  will  comply,  to  the  extent  applicable,   with  the
requirements of Section 14(e) of the Exchange Act and any other  securities laws
or regulations in connection  with the repurchase of Senior Notes according to a
Change of Control  Offer.  To the extent that the  provisions of any  securities
laws or regulations  conflict with  provisions of the  indenture,  Waste Systems
will comply with the applicable securities laws and regulations and shall not be
deemed to have breached our obligations  described in the indenture by complying
with applicable securities laws and regulations.


         The term  "Change of Control"  includes,  among other  transactions,  a
disposition  of "all or  substantially  all" of the property and assets of Waste
Systems.  The phrase "all or  substantially  all" as used in the indenture  when
referring  to the  disposition  of property or assets,  varies  according to the
facts and circumstances of the subject  transaction.  This phrase has no clearly
established meaning under the law which governs the indenture, New York law, and
is subject to judicial interpretation.  Accordingly, in some circumstances there
may be a degree of uncertainty in ascertaining whether a particular  transaction
would involve a  disposition  of "all or  substantially  all" of the property or
assets of a Person,  and  therefore  it may be unclear as to whether a Change of
Control has occurred and whether  Waste  Systems is required to make an offer to
repurchase the Senior Notes as described above.

         If a Change of Control Offer is made, we cannot assure you that we will
have available funds  sufficient to pay the purchase price for all of the Senior
Notes that might be  tendered by holders of the Senior  Notes  seeking to accept
the Change of Control  Offer.  Our failure to make or  consummate  the Change of
Control Offer or pay the  applicable  Change of Control  Purchase Price when due
would  result in an Event of Default  and would give the trustee and the holders
of the Senior Notes the rights  described  below under the heading  "--Events of
Default."

         The existence of a holder's  right to require Waste Systems to purchase
the holder's  Senior Notes upon a Change of Control may deter a third party from
acquiring Waste Systems in a transaction that constitutes a Change of Control.

         The  definition  of "Change of Control" in the  indenture is limited in
scope.  The  provisions of the indenture may not afford  holders of Senior Notes
the right to require Waste  Systems to repurchase  the Senior Notes in the event
of a highly leveraged transaction or particular transactions with our management
or our affiliates, including a reorganization,  restructuring, merger or similar
transaction  involving  Waste  Systems,  including,  in some  circumstances,  an
acquisition of Waste Systems by management or our affiliates, that may adversely
affect  holders of the Senior  Notes,  if the  transaction  is not a transaction
defined as a Change of Control.  A transaction  involving our  management or our
affiliates,  or a transaction  involving a  recapitalization  of Waste  Systems,
would result in a Change of Control if it is the type of  transaction  specified
in the definition.

         Waste Systems will not, and will not permit any  Restricted  Subsidiary
to, create any restriction,  other than restrictions existing under Indebtedness
as in effect on the Closing Date or in  refinancings  of Indebtedness in effect,
that would  materially  impair the ability of Waste  Systems to make a Change of
Control  Offer to purchase the Senior Notes or, if a Change of Control  Offer is
made, to pay for the Senior Notes tendered for purchase.

Certain Covenants

         The indenture contains certain covenants for the benefit of the holders
of the Senior Notes, including, without limitation, the following:

Limitation on Indebtedness and Issuance of Preferred Stock.

         (a)......Waste  Systems  will  not,  and  will  not  permit  any of our
Restricted   Subsidiaries  to,  Incur  any  Indebtedness,   including   Acquired
Indebtedness,  and Waste Systems will not issue any Disqualified  Stock and will
not permit any of our Restricted  Subsidiaries  to issue any shares of Preferred
Stock or  Disqualified  Stock;  provided,  however,  that: (1) Waste Systems may
Incur Indebtedness which is expressly subordinate and junior in right of payment
to the Senior Notes,  and (2) Waste Systems and our Restricted  Subsidiaries may
Incur Indebtedness, including Acquired Indebtedness, or issue Disqualified Stock
if:

               (A) the  Consolidated  Fixed Charge  Coverage  Ratio for Waste
         Systems's most recently  ended full fiscal quarter for which  financial
         statements  are available  immediately  preceding the date on which the
         Indebtedness is Incurred or the Disqualified Stock is issued would have
         been at least 1.5 to 1, if the last day of such fiscal quarter is on or
         before  December 31, 1999,  or at least 2 to 1, if the last day of such
         fiscal quarter is on or after January 1, 2000, in each case  determined
         on a pro  forma  basis  in the  manner  set  forth  in the  immediately
         following full paragraph; and

               (B) no Default or Event of Default has occurred and is continuing


         In making the preceding  calculation  referred to in  subparagraph  (A)
above, pro forma effect will be given to: (1) the incurrence of the Indebtedness
or the issuance of Disqualified Stock and, if applicable, the application of the
net proceeds  therefrom,  including to refinance other  Indebtedness,  as if the
Indebtedness or Disqualified  Stock was Incurred or issued,  as the case may be,
and the  application  of the proceeds  occurred at the beginning of the quarter;
(2) the Incurrence,  issuance, repayment or retirement of any other Indebtedness
or  Disqualified  Stock,  as the case may be, by Waste Systems or our Restricted
Subsidiaries  since the  first  day of the  quarter  as if the  Indebtedness  or
Disqualified Stock, as the case may be, was Incurred,  issued, repaid or retired
at the beginning of the quarter;  and (3) the acquisition,  whether by purchase,
merger or otherwise,  or disposition,  whether by sale, merger or otherwise,  of
any company,  entity or business acquired or disposed of by Waste Systems or our
Restricted Subsidiaries, as the case may be, since the first day of the quarter,
as if the acquisition or disposition  occurred at the beginning of such quarter.
In making a computation  under the preceding  clause (1) or (2), (x) interest on
Indebtedness bearing a floating interest rate will be computed as if the rate in
effect on the date of computation  had been the  applicable  rate for the entire
quarter,  (y) if the Indebtedness bears, at the option of Waste Systems, a fixed
or floating rate of interest,  interest thereon will be computed by applying, at
the  option of Waste  Systems,  either  the fixed or  floating  rate and (z) the
amount of Indebtedness  under a revolving credit facility will be computed based
upon the average daily balance of the Indebtedness during such quarter.

         Waste  Systems's  Consolidated  Fixed  Charge  Coverage  Ratio  for the
quarter ended March 31, 1999 was (2.34) to 1.

         (b)......Notwithstanding the preceding paragraph (a), Waste Systems and
any of our  Restricted  Subsidiaries  may  Incur  each and all of the  following
("Permitted Indebtedness"):

                  (1)  Indebtedness  under the Credit  Facility  and one or more
         loan  or  credit  agreements  with  one  or  more  banks  or  financial
         institutions;  provided,  that the  aggregate  principal  amount of all
         Indebtedness   of  Waste  Systems  and  our   Restricted   Subsidiaries
         outstanding  under all credit  facilities  after  giving  effect to the
         Incurrence  does not exceed an amount  equal to the  greater of (A) $25
         million and (B) an amount as, when added to all other Indebtedness then
         outstanding,  would result in total  Indebtedness equal to twenty times
         the Adjusted EBITDA of Waste Systems for the most recently ended fiscal
         quarter  for  which  financial  statements  are  available  immediately
         preceding the date on which the Indebtedness  was incurred,  calculated
         on a pro  forma  basis  in the  manner  described  in  the  penultimate
         paragraph  of  subsection  (a)  above,  minus  in  either  case (x) the
         aggregate  amount of all  mandatory  repayments of the principal of any
         term Indebtedness  under a credit facility made by Waste Systems or any
         of our Restricted Subsidiaries after the second anniversary of the date
         of the indenture,  except for repayments in connection with refinancing
         Indebtedness   permitted  under  clause  (7)  below,  and  (y)  without
         duplication,  the  aggregate  amount of all Net Cash  Proceeds of Asset
         Sales applied by Waste Systems or any of our Restricted Subsidiaries to
         permanently  reduce the  Indebtedness  or commitments  under the credit
         facilities pursuant to the "Limitation on Asset Sales" covenant;

                  (2)  Indebtedness   of  Waste  Systems  and  its   Restricted
         Subsidiary   Guarantors   represented  by  the  Senior  Notes  and  the
         subsidiary guarantees;

                  (3)  Existing Indebtedness;

                  (4)  Indebtedness  owed by Waste  Systems to any  Wholly-Owned
         Restricted  Subsidiary  or  owed by a  subsidiary  guarantor  to  Waste
         Systems or any Wholly-Owned  Restricted Subsidiary;  provided, that the
         Indebtedness is held by Waste Systems or the Restricted  Subsidiary and
         constitutes  Subordinated  Indebtedness;  provided  further,  that  the
         incurrence of such  Indebtedness  does not violate the  "Limitation  on
         Restricted Payments" covenant;

                  (5) Indebtedness of Waste Systems or any Restricted Subsidiary
         arising  with  respect  to  Interest  Rate  Agreement  Obligations  and
         Currency  Agreement  Obligations  incurred for the purpose of fixing or
         hedging interest rate risk or currency risk;

                  (6)  Indebtedness  incurred  by  Waste  Systems  or any of its
         Restricted   Subsidiaries   regarding   letters  of  credit,   bankers'
         acceptances, surety or performance bonds or other instruments issued in
         the ordinary  course of business in amounts and for purposes  customary
         in Waste Systems's industry;

                  (7) Refinancing  Indebtedness incurred by Waste Systems or any
         of the Restricted  Subsidiaries in connection with or given in exchange
         for  the  renewal,  extension,   modification,   amendment,  refunding,
         defeasance,  refinancing  or  replacement of any of the Senior Notes or
         any Existing  Indebtedness or any Indebtedness issued after the Closing
         Date and not incurred in violation of the indenture; provided, however,
         that (A) the principal amount of the Refinancing Indebtedness shall not
         exceed the  principal  amount,  or  accreted  amount,  if less,  of the
         Indebtedness so refinanced at the time outstanding, or obtainable under
         any  outstanding  credit  agreement,  plus  the  premiums  paid and the
         reasonable expenses incurred in connection therewith;  (B) with respect
         to  Indebtedness   being   refinanced,   the  Stated  Maturity  of  the
         Refinancing  Indebtedness shall be not earlier than the Stated Maturity
         of the Indebtedness being refinanced,  and the Refinancing Indebtedness
         shall have an Average Life at the time the Refinancing  Indebtedness is
         incurred that is equal to or greater than the remaining Average Life of
         the  Indebtedness   being  Refinanced;   (C)  concerning   Subordinated
         Indebtedness  of  Waste  Systems  being  refinanced,   the  Refinancing
         Indebtedness  shall rank no more senior than,  and shall be at least as
         subordinated   in  right  of  payment  to  the  Senior  Notes  as,  the
         Indebtedness being refinanced;  and (D) the obligor of such Refinancing
         Indebtedness  shall be the obligor on the Indebtedness being refinanced
         of Waste Systems or a Restricted Subsidiary;

                  (8) The  Incurrence by Waste Systems or any of its  Restricted
         Subsidiaries of Indebtedness  represented by Capital Lease Obligations,
         mortgage  financings  or  Purchase  Money  Obligations,  in  each  case
         incurred for the purpose of  financing  all or any part of the purchase
         price or cost of  construction  or  improvement  of property,  plant or
         equipment  used in the  business  of Waste  Systems  or any  Restricted
         Subsidiary, in an aggregate principal amount not to exceed $5.0 million
         at any time outstanding;

                  (9) Guarantees by Waste Systems or any  Restricted  Subsidiary
         of Indebtedness of Waste Systems or any Restricted  Subsidiary that was
         permitted to be Incurred in conformity  with another  provision of this
         covenant;

                  (10)   Guarantees  by  any  Restricted   Subsidiary   made  in
         accordance  with the  provisions of the covenant in this section of the
         prospectus  entitled   "--Limitation  on  Issuances  of  Guarantees  of
         Indebtedness; Additional Guarantors";

                  (11) Incurrence by Waste Systems's Unrestricted  Subsidiaries,
         if any, of non-recourse Indebtedness; provided, however, that if any of
         this  Indebtedness  ceases  to  be  Non-Recourse   Indebtedness  of  an
         Unrestricted  Subsidiary,  that event shall be deemed to  constitute an
         Incurrence of Indebtedness by a Restricted  Subsidiary of Waste Systems
         that was not permitted by this clause;

                  (12) The accrual of  interest,  accretion or  amortization  of
         original issue discount, the payment of interest on any Indebtedness in
         the  form of  additional  Indebtedness  with the  same  terms,  and the
         payment of dividends on  Disqualified  Stock in the form of  additional
         shares of the same class of Disqualified Stock; provided, in each case,
         that the  amount is  included  in Fixed  Charges  of Waste  Systems  as
         accrued; and

                  (13)   Indebtedness   of  Waste  Systems  or  any   Restricted
         Subsidiary  in addition to that  described  in clauses (1) through (12)
         above,  and  any  refinancings  of  that  Indebtedness,  so long as the
         aggregate  principal amount of all the Indebtedness  Incurred according
         to this  clause  (13)  does not  exceed  $5.0  million  at any one time
         outstanding.

         Any Indebtedness of a Person existing at the time that Person becomes a
Restricted  Subsidiary,   whether  by  merger,  consolidation,   acquisition  or
otherwise,  an  "Acquired  Person,"  shall  be  deemed  to be  Incurred  by each
Restricted Subsidiary at the time it becomes a Restricted Subsidiary.

         For  purposes  of  determining  compliance  with  this  "Limitation  on
Indebtedness and Issuance of Preferred  Stock" covenant,  if an item of proposed
Indebtedness  meets the criteria of more than one of the categories of Permitted
Indebtedness  described  above,  or is entitled to be Incurred  according to the
first  paragraph of this covenant,  Waste Systems will be permitted to classify,
or reclassify,  that item of  Indebtedness  on the date of its Incurrence in any
manner that complies with this covenant.

Limitation on Restricted Payments.  Waste Systems will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly:

                  (1) declare or pay any dividend on, or make any other  payment
         or  distribution on account of Waste Systems's or any of its Restricted
         Subsidiaries' capital stock, including, without limitation, any payment
         in connection with any merger or consolidation  involving Waste Systems
         or any of its  Restricted  Subsidiaries,  or to the direct or  indirect
         holders  of  Waste  Systems's  or any of its  Restricted  Subsidiaries'
         capital  stock in their  capacity as such,  other than (A) dividends or
         distributions  payable in capital stock, other than Disqualified Stock,
         of Waste  Systems,  or (B) dividends or  distributions  by a Restricted
         Subsidiary payable to Waste Systems or another Restricted Subsidiary;

                  (2) purchase, redeem or otherwise acquire or retire for value,
         including,  without  limitation,  in  connection  with  any  merger  or
         consolidation  involving Waste Systems or any Waste Systems subsidiary,
         any shares of capital stock or any options, warrants or other rights to
         acquire  shares of capital  stock of Waste Systems or any Waste Systems
         subsidiary,  other than any capital stock owned by Waste Systems or any
         Restricted Subsidiary of Waste Systems;

                  (3) make any  payment  on or with  respect  to,  or  purchase,
         redeem,   defease  or  otherwise  acquire  or  retire  for  value,  any
         Indebtedness that is subordinated to the Senior Notes or the subsidiary
         guarantees,  except a payment of  interest or  principal  at the Stated
         Maturity thereof; or

                  (4) make any Investment, other than a Permitted Investment;

all payments and other  actions set forth in clauses (1) through (4) above being
collectively  referred to as "Restricted  Payments,"  unless, at the time of and
immediately after giving effect to a Restricted Payment:

         (a)      no Default or Event of Default has occurred and is continuing;

         (b)      Waste  Systems  could  Incur  at  least  $1.00  of  additional
Indebtedness,  other than Permitted Indebtedness pursuant to the first paragraph
of the  "--Limitation on Indebtedness and Issuance of Preferred Stock" covenant;
and

         (c)      the  aggregate amount of all Restricted  Payments  declared or
made by Waste  Systems  and its  Restricted  Subsidiaries  after the date of the
indenture does not exceed the sum of:

                  (1) 50% of the  Consolidated  Net Income of Waste  Systems for
         the period, taken as one accounting period, from the beginning of Waste
         Systems's  first  fiscal  quarter  commencing  after  the  date  of the
         indenture  to the end of Waste  Systems's  most  recently  ended fiscal
         quarter for which  internal  financial  statements are available at the
         time of such Restricted Payment or, if such Consolidated Net Income for
         such period is a loss, less 100% of such loss, plus

                  (2)  100% of the  aggregate  Net  Proceeds  received  by Waste
         Systems  since the date of the  indenture  from the  issuance  or sale,
         other than to a subsidiary,  of capital stock of Waste  Systems,  other
         than  Disqualified  Stock,  or from the issue or sale of convertible or
         exchangeable  Disqualified  Stock or convertible or  exchangeable  debt
         securities of Waste Systems that have been  converted into or exchanged
         for such equity  interests,  other than capital stock,  or Disqualified
         Stock or debt securities, sold to a Waste Systems's subsidiary, plus

                  (3) to the extent that any  Restricted  Payment  that was made
         after  the date of the  indenture  is sold for  cash,  other  than to a
         subsidiary,  or otherwise  liquidated or repaid for cash, the lesser of
         (x) the cash return of capital regarding such Restricted Payment,  less
         the cost of  disposition,  if any,  and (y) the initial  amount of such
         Restricted Payment.

         In addition, so long as no Default or Event of Default has occurred and
is  continuing  or would be caused  thereby,  the  following  payments and other
actions shall be expressly permitted  notwithstanding anything contained in this
"Limitations on Restricted  Payments"  covenant  described above  (collectively,
"Permitted Payments"):

         (A)      the  payment of any dividend  within 60 days after the date of
declaration  thereof,  if at said  declaration date such payment would have been
permitted under the indenture and such payment shall be deemed to have been paid
on such  date  of  declaration  for  purposes  of  clause  (4) of the  preceding
paragraph (c);

         (B)      the redemption,  repurchase,  retirement,  defeasance or other
acquisition  of any capital  stock or any  Indebtedness  of Waste Systems or any
Restricted  Subsidiary  that is  subordinated  in right of payment to the Senior
Notes  in  exchange  for,  or out of the  Net  Proceeds  of,  the  substantially
concurrent sale, other than to a subsidiary,  of capital stock of Waste Systems,
other than any Disqualified Stock;  provided that the amount of any Net Proceeds
that are utilized for any  redemption,  repurchase,  retirement,  defeasance  or
other  acquisition  shall  be  excluded  from  clause  (c)(2)  of the  preceding
paragraph;

         (C)      the defeasance, redemption, repurchase or other acquisition of
Subordinated  Indebtedness of Waste Systems or any subsidiary guarantor with the
net proceeds from an Incurrence of Permitted Refinancing Indebtedness;

         (D)      any  purchase or defeasance of  Subordinated  Indebtedness  of
Waste Systems or any subsidiary  guarantor to the extent  required upon a Change
of Control or Asset  Sale by the  indenture  or other  agreement  or  instrument
pursuant  to  which  Subordinated  Indebtedness  was  issued,  but only if Waste
Systems  (x) in  the  case  of a  Change  of  Control,  has  complied  with  our
obligations under the provisions described under "--Change of Control" or (y) in
the case of an Asset Sale has applied the Net Cash Proceeds from that Asset Sale
in  accordance  with the  provisions  under  the  "Limitation  on  Asset  Sales"
covenant;

         (E)      any   Restricted  Payments  made  with  the  proceeds  of  the
substantially concurrent sale of capital stock other than Disqualified Stock;

         (F)      the  repurchase  of  capital  stock  of Waste  Systems  or any
Restricted  Subsidiary,  including options,  warrants or other rights to acquire
the capital stock, from directors,  officers or employees, or their nominees, of
Waste Systems or our subsidiaries  according to the terms of an employee benefit
plan or employment agreement or similar arrangement; provided that the aggregate
amount of all repurchases, net of repayments or cancellations of indebtedness as
a result of  repurchases,  shall not exceed  $0.5  million  in any  twelve-month
period;

         (G)      the  repurchase  by Waste  Systems  of  500,000  shares of the
common stock from the Federal  Deposit  Insurance  Corporation  for an aggregate
purchase price not to exceed $2.8 million out of the net proceeds of the sale of
the Senior Notes;

         (H)......the  payment by Waste  Systems out of the net  proceeds of the
sale of the Senior Notes of $20.0  million,  representing  the entire  principal
amount outstanding of Waste Systems's 13% short term notes due June 30, 1999;

         (I)      the  repayment by Waste Systems out of the net proceeds of the
sale  of the  Senior  Notes  of  capital  leases  and  equipment  notes  payable
outstanding  on the  closing  date in an  aggregate  amount  not to exceed  $4.0
million;

         (J)      the  redemption  out of the net  proceeds  of the  sale of the
Senior Notes of some of Waste Systems's 10% convertible  subordinated debentures
due  October  6, 2000 in an  aggregate  principal  amount  not to  exceed  $1.85
million; and

         (K)      Restricted   Payments,   other  than  a   dividend   or  other
distribution  declared  on any  capital  stock of Waste  Systems or a payment to
purchase,  redeem or otherwise  acquire or retire for value any capital stock of
Waste Systems, not to exceed $5.0 million in the aggregate.

         The amount of all Restricted  Payments,  other than cash,  shall be the
fair  market  value on the date of the  Restricted  Payment of the  asset(s)  or
securities  proposed  to be  transferred  or  issued  by  Waste  Systems  or any
Restricted Subsidiary, pursuant to the Restricted Payment. The fair market value
of any assets or  securities  that are  required  to be valued by this  covenant
shall be determined by the board of directors whose  resolution  concerning such
valuation   shall  be  delivered  to  the  trustee.   The  board  of  directors'
determination  must  be  based  upon  an  opinion  or  appraisal  issued  by  an
accounting,  appraisal or  investment  banking firm of national  standing if the
fair market value exceeds $10.0  million.  Not later than the date of making any
Restricted  Payment,  Waste  Systems  shall  deliver to the trustee an officers'
certificate  stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Limitation on Restricted
Payments"  covenant were computed,  together with a copy of any fairness opinion
or appraisal required by the indenture.

Limitation on Asset Sales.

         (a)      Waste  Systems  will not,  and will not permit any  Restricted
Subsidiary  to,  consummate  any Asset  Sale  unless  (1) Waste  Systems  or the
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair  market  value of the assets or other
property  sold or  disposed  of in the  Asset  Sale and (2) at least 75% of such
consideration consists of either cash or cash equivalents.


         (b)      Within  365 days after any Asset Sale, Waste Systems may elect
to apply the Net Cash Proceeds from any Asset Sale to: (1) permanently reduce or
redeem  amounts  outstanding  under the Credit  Facility or any credit  facility
referred to in clause (b)(1) of the "Limitation on Indebtedness  and Issuance of
Preferred  Stock"  covenant or to the repayment of other senior  Indebtedness of
Waste  Systems or a  Restricted  Subsidiary;  and/or  (2) make,  or enter into a
legally  binding  agreement to make, an  Investment,  in, or acquire  assets and
properties that will be used in the business of Waste Systems and our Restricted
Subsidiaries  at the Closing Date.  Any balance of Net Cash  Proceeds  exceeding
$10.0  million  and not  applied or  invested as provided in clauses (1) and (2)
within  365  days of any  Asset  Sale,  will be  deemed  to  constitute  "Excess
Proceeds"  and will be applied to make an offer to  purchase  the Senior  Notes,
which is referred to as an Asset Sale Offer, to the holders of the Senior Notes.
Pending  the final  application  of any Net Cash  Proceeds,  Waste  Systems  may
temporarily invest Net Cash Proceeds in cash or cash equivalents.

         For the purposes of this  covenant,  the following will be deemed to be
cash: (x) the assumption by the transferee of  Indebtedness  of Waste Systems or
Indebtedness  of any  Restricted  Subsidiary of Waste Systems and the release of
Waste  Systems  or  the  Restricted   Subsidiary   from  all  liability  on  the
Indebtedness  in  connection  with the Asset Sale,  in which case Waste  Systems
shall,   without  further  action,   be  deemed  to  have  applied  the  assumed
Indebtedness in accordance  with clause (1) of the preceding  paragraph (b), and
(y) securities  received by Waste Systems or any Restricted  Subsidiary of Waste
Systems from the transferee that are promptly, and in any event within 120 days,
converted by Waste Systems or the Restricted Subsidiary into cash.

         (c)......In  the event of an Asset Sale that requires  Waste Systems to
make an Asset Sale Offer in conformity  with paragraph (b) above,  Waste Systems
will be required to purchase the Senior Notes  tendered  pursuant to an offer by
Waste  Systems  for the  Senior  Notes  at a  purchase  price  of 100% of  their
principal amount plus accrued and unpaid interest,  if any, to the purchase date
in  accordance  with  the  procedures,  including  prorating  in  the  event  of
oversubscription, set forth in the indenture. If the aggregate purchase price of
the  Senior  Notes  tendered  according  to the  offer is less than the Net Cash
Proceeds allotted to the purchase of the Senior Notes,  Waste Systems will apply
the remaining Net Cash Proceeds to general corporate  purposes not prohibited by
the  indenture.  If the  aggregate  principal  amount  of Senior  Notes  validly
tendered and not withdrawn by holders  exceeds the Excess  Proceeds,  the Senior
Notes  to  be  purchased  will  be  selected  on a  pro  rata  basis.  Upon  the
consummation  of any Asset Sale Offer,  the amount of Excess  Proceeds  shall be
deemed to be reset to zero.

         (d)......Waste Systems will comply, to the extent applicable,  with the
requirements  of  Section  14(e) of the  Exchange  Act and any other  applicable
securities  laws or regulations in connection  with the repurchase of the Senior
Notes  pursuant to the  indenture  and will not be deemed to have  breached  its
obligations under the indenture by virtue thereof.

Limitation on Liens.  Waste Systems will not, and will not permit any Restricted
Subsidiary to, directly or indirectly,  Incur or suffer to exist any Lien on any
of its assets or properties of any character,  or any shares of capital stock or
Indebtedness of any Restricted  Subsidiary,  without making effective  provision
for all of the Senior Notes and all other  amounts due under the Indenture to be
directly  secured  equally and ratably  with,  or before,  if the  obligation or
liability to be secured by any Lien is  subordinated  in right of payment to the
Senior Notes, the obligation or liability secured by any Lien.

         The preceding limitation does not apply to:

                  (1)  Liens  existing  on the  Closing  Date,  including  Liens
         securing  obligations  under the Credit  Facility  or any other  credit
         facility  outstanding  on the date of the  indenture or permitted to be
         incurred  under clause (b)(1) of the  "Limitation on  Indebtedness  and
         Issuance of Preferred Stock" covenant;

                  (2) Liens  granted  after the  Closing  Date on any  assets or
         capital stock of Waste Systems or our Restricted  Subsidiaries  created
         in favor of the holders;

                  (3) Liens  regarding  the  assets of a  Restricted  Subsidiary
         granted by the Restricted Subsidiary to Waste Systems or a Wholly Owned
         Restricted  Subsidiary to secure Indebtedness owing to Waste Systems or
         the other Restricted Subsidiary;

                  (4) Liens  securing  Indebtedness  which is incurred  owing to
         Waste Systems or another Restricted Subsidiary;

                  (5) Liens securing Indebtedness which is incurred to refinance
         secured Indebtedness which is permitted to be Incurred under the second
         paragraph of the "Limitation on Indebtedness  and Issuance of Preferred
         Stock" covenant;  provided that the Liens do not extend to or cover any
         property or assets of Waste Systems or any Restricted  Subsidiary other
         than the property or assets securing the Indebtedness being refinanced;

                  (6) Liens on any  property  or assets of Waste  Systems or any
         Restricted  Subsidiary  securing  Indebtedness  of Waste Systems or any
         Restricted  Subsidiary  permitted under the "Limitation on Indebtedness
         and Issuance of Preferred Stock" covenant;

                  (7) Liens  concerning  real  property  to secure  Indebtedness
         Incurred  in  conformity  with  clause  (b)(8)  of the  "Limitation  on
         Indebtedness and Issuance of Preferred Stock" covenant; or

                  (8) Permitted Liens, as defined below.

Limitation on Transactions With Affiliates. Waste Systems will not, and will not
permit any  Restricted  Subsidiary to,  directly or  indirectly,  enter into any
transaction or series of related  transactions,  including,  without limitation,
the sale, purchase,  exchange or lease of assets, property or services, with any
Affiliate, other than Waste Systems or a Restricted Subsidiary of Waste Systems,
unless:

                  (1) the transaction or series of transactions is on terms that
         are no less favorable to Waste Systems or the Restricted Subsidiary, as
         the case may be, than would be available in a comparable transaction in
         arm's-length dealings with an unrelated third party; and

                  (2) Waste Systems  delivers to the trustee,  (A) regarding any
         transaction  or  series of  related  transactions  involving  aggregate
         consideration  in excess of $1.0 million,  a resolution of the board of
         directors  set forth in an officers'  certificate  certifying  that the
         transaction  or  series  of  related  transactions  complies  with this
         covenant  and has been  approved  by a  majority  of the  disinterested
         members of the board of directors of Waste  Systems,  and (B) regarding
         any   transaction  or  series  of  transactions   involving   aggregate
         consideration in excess of $10.0 million, an opinion as to the fairness
         of the transaction to Waste Systems or any Restricted Subsidiary,  from
         a  financial  point of view,  issued  by an  accounting,  appraisal  or
         investment banking firm of national standing.

         The preceding covenant will not restrict any of the following:

                  (a) employment  agreements,  compensation or employee  benefit
         arrangements,  stock options or stock purchase plans or agreements with
         or for the  benefit  of any  officer,  director  or  employee  of Waste
         Systems entered into in the ordinary course of business and approved by
         the board of directors of Waste  Systems,  including  customary  fringe
         benefits and  reimbursement  or advancement of out of pocket  expenses,
         loans to employees in the ordinary  course of business,  and director's
         and officer's liability insurance and indemnification arrangements;

                  (b) any transaction solely between or among Waste Systems and
         any of its Restricted Subsidiaries or solely between Restricted
         Subsidiaries;

                  (c) the payment of reasonable  and  customary  regular fees to
         directors of Waste  Systems or any  Restricted  Subsidiary  who are not
         employees of Waste Systems or any Restricted Subsidiary;

                  (d) any Restricted Payment not prohibited by the "Limitation
         on Restricted Payments" covenant;

Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries.
Waste  Systems  will not sell,  and will not permit any  Restricted  Subsidiary,
directly  or  indirectly,  to issue or sell,  any shares of  capital  stock of a
Restricted Subsidiary,  including options,  warrants or other rights to purchase
shares of capital stock, except:

                  (1)  to Waste Systems or a Wholly Owned Restricted Subsidiary;

                  (2)  issuances  of  director's  qualifying  shares or sales to
         foreign  nationals  of shares of capital  stock of  foreign  Restricted
         Subsidiaries, to the extent required by applicable law;

                  (3) if,  immediately  after  giving  effect to any issuance or
         sale, the Restricted Subsidiary would no longer constitute a Restricted
         Subsidiary  and any  Investment in that Person  remaining  after giving
         effect to the  issuance  or sale would have been  permitted  to be made
         under the "Limitation on Restricted  Payments"  covenant if made on the
         date of the issuance or sale; or

                  (4) the  issuance  or sale of common  stock of any  Restricted
         Subsidiaries if the proceeds thereof are applied in accordance with the
         "Limitation on Asset Sales" covenant.

Limitation  on Dividends  and Other Payment  Restrictions  Affecting  Restricted
Subsidiaries.  Waste  Systems  will  not,  and will not  permit  any  Restricted
Subsidiary to,  directly or indirectly,  create or otherwise  cause or suffer to
exist or become effective any consensual  encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to:

                  (1) pay dividends, in cash or otherwise, or make any other
         distributions permitted by applicable law on or in respect of its
         capital stock,

                  (2) pay any Indebtedness owed to Waste Systems or any other
         Restricted Subsidiary,

                  (3) make  loans or  advances  to Waste  Systems  or any  other
         Restricted Subsidiary,

                  (4) transfer any of its property or assets to Waste Systems or
         any other Restricted Subsidiary, or

                  (5) Guarantee Indebtedness of Waste Systems or any other
         Restricted Subsidiary.

         The  preceding  provisions  shall  not  restrict  any  encumbrances  or
         restrictions under or as a result of any of the following:

                  (a) any  agreement  in effect  on the  Closing  Date,  and any
         extensions,  refinancings, renewals or replacement of those agreements;
         provided that the  encumbrances  and  restrictions  in any  extensions,
         refinancings,  renewals or replacements  are no less favorable to Waste
         Systems  or  any  Restricted  Subsidiary  than  those  encumbrances  or
         restrictions in the original agreement;

                  (b) existing under or as a result of applicable law;

                  (c) the indenture, the Senior Notes and the subsidiary
         guarantees;

                  (d) with  respect to any Person or the property or assets of a
         Person acquired by Waste Systems or any Restricted Subsidiary, existing
         at the time of the acquisition and not incurred in contemplation of any
         acquisition,  which  encumbrances or restrictions are not applicable to
         any  Person or the  property  or assets of any  Person  other  than the
         Person or the property or assets of the Person so acquired;

                  (e) in the case of clause (4) of the first  paragraph  of this
         "Limitation  on  Dividends  and Other  Payment  Restrictions  Affecting
         Restricted Subsidiaries" covenant,

                           (1)  that   restrict  in  a   customary   manner  the
                  subletting,  assignment  or transfer of any  property or asset
                  that is a lease,  license,  conveyance  or contract or similar
                  property or asset,

                           (2) existing by virtue of any transfer of,  agreement
                  to  transfer,  option or right with respect to, or Lien on any
                  property  or  assets  of  Waste  Systems  or  any   Restricted
                  Subsidiary not otherwise prohibited by the indenture, or

                           (3)  arising or agreed to in the  ordinary  course of
                  business,  not relating to any Indebtedness,  and that do not,
                  individually  or in the  aggregate,  detract from the value of
                  property  or  assets  of  Waste  Systems  or  any   Restricted
                  Subsidiary  in any  manner  material  to Waste  Systems or any
                  Restricted Subsidiary;

                  (f)  with  respect  to a  Restricted  Subsidiary  and  imposed
         according  to an  agreement  that has been entered into for the sale or
         disposition  of all or  substantially  all of the capital  stock of, or
         property and assets of, that Restricted Subsidiary;

                  (g)  Permitted  Refinancing  Indebtedness;  provided  that the
         restrictions  contained  in  the  agreements  governing  the  Permitted
         Refinancing  Indebtedness  are no more  restrictive,  taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

                  (h) provisions  concerning the  disposition or distribution of
         assets or  property  in joint  venture  agreements  and  other  similar
         agreements entered into in the ordinary course of business;

                  (i)  restrictions  on  cash or  other  deposits  or net  worth
         imposed by  customers  under  contracts  entered  into in the  ordinary
         course of business; and

                  (j) restrictions imposed with respect to a subsidiary of Waste
         Systems imposed pursuant to a binding  agreement which has been entered
         into for the sale or  disposition  of all or  substantially  all of the
         capital  stock  or  assets  of  such  subsidiary,   provided  that  the
         disposition will comply with the covenant entitled "Limitation on Asset
         Sales."

Nothing contained in this "Limitation on Dividend and Other Payment Restrictions
Affecting Restricted  Subsidiaries"  covenant shall prevent Waste Systems or any
Restricted Subsidiary from creating,  incurring,  assuming or suffering to exist
any  Liens  otherwise  permitted  in  the  "Limitation  on  Liens"  covenant  or
restricting the sale or other disposition of property or assets of Waste Systems
or any of its Restricted  Subsidiaries that secure Indebtedness of Waste Systems
or any of its Restricted Subsidiaries.

Limitation on Sale-Leaseback Transactions.  Waste Systems will not, and will not
permit any Restricted  Subsidiary to, enter into any sale-leaseback  transaction
involving  any of its  assets  or  properties  whether  now  owned or  hereafter
acquired,  where Waste  Systems or a  Restricted  Subsidiary  sells or transfers
assets or properties  and then or thereafter  leases the  transferred  assets or
properties  or any part  thereof or any other assets or  properties  which Waste
Systems or a Restricted  Subsidiary,  intends to use for  substantially the same
purpose or purposes as the assets or properties sold or transferred.

         The  preceding   restriction  does  not  apply  to  any  sale-leaseback
transaction if:

                  (1) Waste  Systems  or the  Restricted  Subsidiary  could have
         Incurred   Indebtedness   in  an  amount  equal  to  the   attributable
         Indebtedness  relating to the sale and leaseback  transaction under the
         Consolidated Fixed Charge Coverage Ratio test in the first paragraph of
         the  covenant  described  above  under  the  caption  "--Limitation  on
         Indebtedness  and Issuance of  Preferred  Stock" and Incurred a Lien to
         secure the Indebtedness  pursuant to the covenant described above under
         the caption "--Limitation on Liens";

                  (2) the  gross  cash  proceeds  of  that  sale  and  leaseback
         transaction  are at least equal to the fair market value, as determined
         in good faith by the board of  directors  and set forth in an officers'
         certificate  delivered  to the  trustee,  of the  property  that is the
         subject of the sale and leaseback transaction; and

                  (3)  the  transfer  of  assets  in  that  sale  and  leaseback
         transaction is permitted by, and Waste Systems  applies the proceeds of
         that transaction in compliance with, the covenant described above under
         the caption "--Limitation on Asset Sales."

Limitation on Designation of Unrestricted  Subsidiaries.  Waste Systems will not
designate any Waste Systems subsidiary, other than a newly created subsidiary in
which no  Investment  in  excess of  $1,000  has  previously  been  made,  as an
Unrestricted Subsidiary under the indenture after the Closing Date unless:

                  (1) no Default  shall have  occurred and be  continuing at the
         time of or after giving effect to the  designation  as an  Unrestricted
         Subsidiary; and

                  (2) Waste Systems would not be prohibited  under the indenture
         from making an Investment at the time of the  designation  in an amount
         equal to the fair market  value of the  Restricted  Subsidiary  on that
         date.

         If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,
all  outstanding   Investments   owned  by  Waste  Systems  and  our  Restricted
Subsidiaries  in the subsidiary so designated will be deemed to be an Investment
made as of the time of the designation and will reduce the amount  available for
Restricted  Payments  under the  covenant  described  above  under  the  caption
"--Limitation  on Restricted  Payments" for all purposes of the indenture in the
requisite amount.  The indenture will further provide that neither Waste Systems
nor any  Restricted  Subsidiary  shall at any time (x) provide a Guarantee of or
similar  undertaking,   including  any  undertaking,   agreement  or  instrument
evidencing any  Indebtedness,  concerning any  Indebtedness  of an  Unrestricted
Subsidiary;  provided that Waste  Systems and our  Restricted  Subsidiaries  may
pledge  capital  stock  or  Indebtedness  of any  Unrestricted  Subsidiary  on a
nonrecourse  basis in order that the  pledgee  has no claim  whatsoever  against
Waste Systems other than to obtain the pledged  property;  or (y) be directly or
indirectly liable for any Indebtedness of any Unrestricted Subsidiary, except to
the extent  permitted under the covenants  described above under the "Limitation
on Restricted Payments" covenant.

         Waste  Systems will not revoke any  designation  of a subsidiary  as an
Unrestricted Subsidiary, unless:

                  (1) no Default shall have occurred and be continuing at the
         time of and after giving effect to such Revocation; and

                  (2) all Liens and Indebtedness of that Unrestricted Subsidiary
         outstanding  immediately  following that revocation  shall be deemed to
         have been  incurred  at that time and shall have been  permitted  to be
         incurred for all purposes of the indenture.

         All requisite  designations and requisite revocations must be evidenced
by  resolutions  of the board of  directors  of Waste  Systems  delivered to the
trustee certifying compliance with the preceding provisions.

Limitation on Issuances of Guarantees of  Indebtedness;  Additional  Guarantors.
Waste Systems will not permit any of its  Restricted  Subsidiaries,  directly or
indirectly,  to  guarantee  or pledge any  assets to secure  the  payment of any
Indebtedness  of Waste Systems under any credit  facility  unless the Restricted
Subsidiary   simultaneously  executes  and  delivers  a  supplemental  indenture
providing for the guarantee of the payment of the Senior Notes by the Restricted
Subsidiary on a senior unsecured basis.

         Notwithstanding the preceding  paragraph,  each subsidiary guarantee of
the Senior  Notes will  provide by its terms that it will be  automatically  and
unconditionally  released and discharged under the circumstances described above
under the caption "--Subsidiary Guarantees."

Reports.  Whether or not required by the Securities and Exchange Commission,  so
long as any Senior  Notes are  outstanding,  Waste  Systems  will furnish to the
holders of the Senior Notes, within the time periods specified in the Securities
and Exchange Commission's rules and regulations:

                  (1) all quarterly and annual financial  information that would
         be  required  to be  contained  in a  filing  with the  Securities  and
         Exchange  Commission  on Forms  10-Q and  10-K if  Waste  Systems  were
         required to file these forms, including a "Management's  Discussion and
         Analysis of Financial  Condition and Results of  Operations"  and, with
         respect  to the  annual  information  only,  a  report  on  the  annual
         financial   statements  by  Waste   Systems's   certified   independent
         accountants; and

                  (2) all  current  reports  that would be  required to be filed
         with  the  Securities  and  Exchange  Commission  on Form  8-K if Waste
         Systems were required to file these reports.

         If Waste Systems has designated any of its subsidiaries as Unrestricted
Subsidiaries,  then the quarterly and annual financial  information  required by
the preceding paragraph shall include a reasonably detailed presentation, either
on  the  face  of  the  financial  statements  or  in  the  footnotes,   and  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  of the  financial  condition  and results of  operations  of Waste
Systems and the Restricted  Subsidiaries  separate from the financial  condition
and results of operations of the Unrestricted Subsidiaries of Waste Systems.

         In  addition,  whether or not required by the  Securities  and Exchange
Commission, Waste Systems will file a copy of all of the information and reports
referred  to in  clauses  (1) and (2) above  with the  Securities  and  Exchange
Commission  for public  availability  within the time  periods  specified in the
Securities  and  Exchange   Commission's  rules  and  regulations,   unless  the
Securities  and  Exchange  Commission  will reject such a filing,  and make such
information  available to securities  analysts and  prospective  investors  upon
request.

Additional Covenants.  The indenture will also contain covenants concerning the
following matters:

         o payment of principal, premium and interest;

         o maintenance of an office or agency in the City of New York;

         o maintenance of corporate existence; and

         o provision of financial statements.

Merger, Consolidation or Sale of Assets

         Waste  Systems  will not  consolidate  with or merge  with or into,  or
convey  or  transfer  or  lease  in  one  transaction  or a  series  of  related
transactions, all or substantially all of its assets to, another Person unless:

                  (1)  the  resulting,   surviving  or   transferred   successor
         corporation  is a corporation  organized and existing under the laws of
         the United States or any state thereof or the District of Columbia and,
         if other than Waste Systems,  assumes by supplemental indenture all the
         obligations of Waste Systems under the Senior Notes and the indenture;

                  (2)  immediately  after giving effect to the  transaction,  no
Default or Event of Default exists; and

                  (3)   immediately   after  giving  pro  forma  effect  to  the
         transaction  and any  related  financing  transactions,  the  successor
         corporation  would be permitted to incur at least $1.00 of Indebtedness
         according  to the  Consolidated  Fixed Charge  Coverage  Ratio test set
         forth in the first  paragraph of the  "Limitation on  Indebtedness  and
         Issuance of Preferred Stock" covenant.

         The successor corporation shall be the successor to Waste Systems under
the indenture,  and in the case of any transfer, Waste Systems shall be released
from its obligations  under the indenture and the Senior Notes.  Notwithstanding
the preceding, this "Merger, Consolidation and Sale of Assets" covenant will not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between  or  among  Waste  Systems  and  any  of  its  Wholly  Owned  Restricted
Subsidiaries or any of the subsidiary guarantors.

Events of Default

         Each of the  following  constitutes  an  event  of  default  under  the
indenture:

                  (a) Default for 30 days in the payment when due of interest on
         any  Senior  Note,  whether  or not  prohibited  by  the  subordination
         provisions of the indenture;

                  (b)  Default  in  the  payment  when  due of  principal  of or
         premium,  if  any,  with  respect  to any  Senior  Note  at its  stated
         maturity,  upon optional  redemption,  upon required  repurchase,  upon
         declaration or otherwise;

                  (c) failure by Waste Systems or any Restricted Subsidiaries to
         comply with the  provisions  described  under the  captions  "--Merger,
         Consolidation  and Sale of Assets" and  "--Change of Control" and under
         the covenants described under "--Certain Covenants--Limitation on Asset
         Sales,"  "--Limitation  on  Restricted  Payments" or  "--Limitation  on
         Indebtedness and Issuance of Preferred Stock" above;

                  (d) failure by Waste  Systems to observe or perform any of its
         non-payment  covenants or agreements contained in the indenture,  other
         than  a  default  in the  performance,  or  breach,  of a  covenant  or
         agreement  specifically  described  in  paragraph  (c) above,  and such
         default continues for 30 days after notice.

                  (e) Default under any mortgage,  indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any  Indebtedness for money borrowed by Waste Systems or any Restricted
         Subsidiaries, or the payment of which is Guaranteed by Waste Systems or
         any Restricted Subsidiaries,  whether the Indebtedness or Guarantee now
         exists, or is created after the date of the indenture, if that default:

                       (1) is  caused by a failure  to pay  principal  of or
         premium,  if any, or interest on the  Indebtedness  before the
         expiration of the grace period  provided in that  Indebtedness
         on the date of the default (a "Payment Default"); or

                       (2)  results in the acceleration of the Indebtedness
         before its express maturity;

         and, in each case, the principal amount of any  Indebtedness,  together
         with the principal amount of any other  Indebtedness  under which there
         has  been a  Payment  Default  or the  maturity  of  which  has been so
         accelerated, aggregates $5.0 million or more;

                  (f) any  judgment or decree for the payment of money in excess
         of $5.0  million,  to the extent not covered by  insurance,  is entered
         against Waste Systems or a Restricted  Subsidiary,  remains outstanding
         for a period of 60 days after the judgment or decree  becomes final and
         non-appealable,  and is not discharged, waived or the execution thereof
         stayed for a period of 10 days after notice;

                  (g)  except as  permitted  by the  indenture,  any  subsidiary
         guarantee shall be held in any judicial  proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or any  subsidiary  guarantor,  or any  Person  acting on behalf of any
         subsidiary guarantor, shall deny or disaffirm its obligations under its
         subsidiary guarantee; and

                  (h)   specific    events   of   bankruptcy,    insolvency   or
         reorganization of Waste Systems or a subsidiary  guarantor.  However, a
         default under clause (d), (e) or (f) above will not constitute an Event
         of Default until the trustee or the holders of 25% in principal  amount
         of the outstanding Senior Notes notify Waste Systems of the Default and
         Waste Systems does not cure the Default within the time specified after
         receipt of such notice.

         If an Event of Default,  other than as  specified  in clause (h) above,
occurs and is continuing, the trustee may, and at the request of at least 25% in
principal  amount of the  outstanding  Senior  Notes  shall,  by notice to Waste
Systems declare the principal of and accrued and unpaid interest, if any, on all
the  Senior  Notes  to be  immediately  due  and  payable.  Upon a  declaration,
principal and accrued and unpaid interest shall be due and payable  immediately.
If an Event of Default relating to particular  events of bankruptcy,  insolvency
or reorganization of Waste Systems occurs and is continuing,  then the principal
of and accrued and unpaid interest,  if any, on all the Senior Notes will become
and be immediately  due and payable  without any declaration or other act on the
part of the trustee or any holder. Under certain circumstances, the holders of a
majority in  principal  amount of the  outstanding  Senior Notes may (1) rescind
acceleration  concerning the Senior Notes and their  consequences and (2) waive,
on behalf of the holders of all of the Senior  Notes,  any  existing  Default or
Event of Default and its  consequences  under the indenture  except a continuing
Default or Event of Default in the payment of interest  on, or the  principal of
or premium, if any, regarding the Senior Notes.

         Subject to the  provisions of the  indenture  relating to the duties of
the trustee,  if an Event of Default occurs and is continuing,  the trustee will
be under no  obligation  to  exercise  any of the  rights  or  powers  under the
indenture at the request or  direction of any of the holders  unless the holders
have offered to the trustee  reasonable  indemnity or security against any loss,
liability  or  expense.  Except to  enforce  the  right to  receive  payment  of
principal,  premium,  if any,  or  interest  when due,  no holder may pursue any
remedy concerning the indenture or the Senior Notes unless:

                  (1) the holder has previously given the trustee notice that an
         Event of Default is continuing;

                  (2)  holders  of at  least  25%  in  principal  amount  of the
         outstanding  Senior  Notes  have  requested  the  trustee to pursue the
         remedy;

                  (3) the holders have offered the trustee  reasonable  security
         or indemnity against any loss, liability or expense;

                  (4) the trustee has not complied with a request within 60 days
         after  the  receipt  of the  request  and  the  offer  of  security  or
         indemnity; and

                  (5) the  holders  of a  majority  in  principal  amount of the
         outstanding  Senior Notes have not given the trustee a direction  that,
         in the opinion of the trustee,  is inconsistent with the request within
         the 60-day period.

Subject to specific restrictions,  the holders of a majority in principal amount
of the outstanding  Senior Notes are given the right to direct the time,  method
and place of conducting any  proceeding for any remedy  available to the trustee
or to  exercise  any  trust or power  conferred  on the  trustee.  The  trustee,
however,  may  refuse to follow any  direction  that  conflicts  with law or the
indenture or that the trustee  determines is unduly prejudicial to the rights of
any other holder or that would involve the trustee in personal liability.  Prior
to taking any action  under the  indenture,  the  trustee  will be  entitled  to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

         The indenture  provides that if a Default  occurs and is continuing and
is known to the  trustee,  the trustee  must mail to each  holder  notice of the
Default  within 90 days after it occurs.  Except in the case of a Default in the
payment of principal of,  premium,  if any, or interest on, any Senior Note, the
trustee  may  withhold  notice  if and so  long as its  board  of  directors,  a
committee of its board of directors or a committee of its trust officers in good
faith determines that  withholding  notice is in the interests of the holders of
the Senior  Notes.  In  addition,  Waste  Systems is  required to deliver to the
trustee,  within  90 days  after  the end of each  fiscal  year,  a  certificate
indicating  whether the signers thereof know of any Default that occurred during
the  previous  year.  Waste  Systems also is required to deliver to the trustee,
within 30 days after the occurrence thereof,  written notice of any events which
constitute certain Defaults.

         In the  case of any  Event of  Default  occurring  as a  result  of any
willful  action or inaction  taken or not taken by or on behalf of Waste Systems
with the  intention of avoiding  payment of the premium that Waste Systems would
have had to pay if Waste  Systems then had elected to redeem the Senior Notes in
conformity  with  the  optional  redemption  provisions  of  the  indenture,  an
equivalent  premium shall also become and be immediately  due and payable to the
extent  permitted by law upon the  acceleration of the Senior Notes. If an Event
of Default  occurs  before March 2, 2003 as a result of any willful  action,  or
inaction,  taken,  or not  taken,  by or on  behalf  of Waste  Systems  with the
intention of avoiding the  prohibition  on redemption of the Senior Notes before
March 2, 2003,  then the premium  specified in the  indenture  shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Senior Notes.

Defeasance

Legal Defeasance. Waste Systems, at its option and at any time may terminate all
its obligations  discharged with respect to the outstanding Senior Notes and the
indenture and all  obligations  of the  subsidiary  guarantors may be discharged
with respect to the subsidiary guarantees except for:

                  (1) the  rights of  holders  of  outstanding  Senior  Notes to
         receive  payments in respect of the principal of, premium,  if any, and
         interest on such Senior Notes when such payments are due;

                  (2) Waste  Systems's  obligations  to issue  temporary  Senior
         Notes,  register the transfer or exchange of any Senior Notes,  replace
         mutilated,  destroyed,  lost or stolen  Senior  Notes and  maintain  an
         office  or  agency  for   payments  in  respect  of  the  Senior  Notes
         outstanding and hold the payments in trust;

                  (3) the rights,  powers,  trusts, duties and immunities of the
         trustee, and Waste Systems's obligations in connection therewith; and

                  (4) the legal defeasance provisions of the indenture.

Covenant Defeasance.  Waste Systems may, at its option and at any time, elect to
have the  obligations  of Waste Systems and the subsidiary  guarantors  released
with regard to specific covenants set forth in the indenture and described under
"--Certain  Covenants"  above and,  after  release,  any omission to comply with
these  covenants shall not constitute a Default or Event of Default with respect
to the Senior Notes. In the event covenant  defeasance  occurs,  certain events,
not  including  non-payment,   bankruptcy,   receivership,   rehabilitation  and
insolvency  events,  described  under  "--Events  of  Default"  will  no  longer
constitute an Event of Default with respect to the Senior Notes.

         In order to exercise either legal defeasance or covenant defeasance:

                  (1) Waste  Systems  must  irrevocably  deposit  or cause to be
         deposited with the trustee, as trust funds in trust, for the benefit of
         the  holders  of the  Senior  Notes,  cash in  United  States  dollars,
         noncallable  United States  government  obligations or a combination of
         the  above,  in  amounts  as will be  sufficient,  in the  opinion of a
         nationally  recognized firm of independent public  accountants,  to pay
         the  principal  of,  premium,  if any, and interest on the  outstanding
         Senior  Notes on the stated  maturity or on the  applicable  redemption
         date,  as the  case  may be,  of the  principal,  premium,  if any,  or
         installment  of interest and Waste  Systems  must  specify  whether the
         Senior  Notes  are  being  defeased  to  maturity  or  to a  particular
         redemption date;

                  (2) no  Default  or  Event  of  Default  has  occurred  and is
         continuing  either:  (A) on the  date of  such  deposit,  other  than a
         Default or Event of Default resulting from the borrowing of funds to be
         applied to such  deposit;  or (B)  insofar  as Events of  Default  from
         bankruptcy  or  insolvency  events  are  concerned,  at any time in the
         period ending on the 91st day after the date of deposit;

                  (3) the legal defeasance or covenant defeasance may not result
         in a breach or violation of, or constitute a default under any material
         agreement  or  instrument,  other than the  indenture,  to which  Waste
         Systems or any subsidiary guarantor is a party or by which it is bound;

                  (4) in the  case  of  legal  defeasance,  Waste  Systems  must
         deliver to the trustee an opinion of counsel  reasonably  acceptable to
         the trustee  confirming  that (A) Waste  Systems has received  from, or
         there has been published by, the Internal  Revenue  Service a ruling or
         (B)  since  the date of the  indenture,  there  has  been a  change  in
         applicable  federal  income tax law, in either case to the effect,  and
         based thereon such opinion of counsel shall confirm, the holders of the
         outstanding  Senior Notes will not recognize  income,  gain or loss for
         federal  income tax  purposes as a result of the legal  defeasance  and
         will be subject to federal income tax on the same amounts,  in the same
         manner  and at the same  times as would have been the case if the legal
         defeasance had not occurred;

                  (5) in the case of covenant  defeasance,  Waste  Systems  must
         deliver to the trustee an opinion of counsel  reasonably  acceptable to
         the trustee confirming that the holders of the outstanding Senior Notes
         will not recognize income, gain or loss for federal income tax purposes
         as a result of the covenant  defeasance  and will be subject to federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if the  covenant  defeasance  had not
         occurred;

                  (6) Waste  Systems  must  deliver to the trustee an opinion of
         counsel to the effect that after the 91st day  following  the  deposit,
         the trust  funds will not be  subject  to the effect of any  applicable
         bankruptcy,  insolvency,   reorganization  or  similar  laws  affecting
         creditors' rights generally;

                  (7) Waste  Systems  must  deliver to the trustee an  officers'
         certificate stating that the deposit was not made by Waste Systems with
         the intent of  preferring  the  holders of Senior  Notes over the other
         creditors  of Waste  Systems with the intent of  defeating,  hindering,
         delaying or defrauding creditors of Waste Systems or others; and

                  (8) Waste  Systems  must  deliver to the trustee an  officers'
         certificate and an opinion of counsel, each stating that all conditions
         precedent  relating to the legal defeasance or the covenant  defeasance
         have been complied with.

Satisfaction and Discharge of the Indenture

         The indenture will cease to be of further  effect,  except as otherwise
expressly  provided for in the  indenture,  when either all  outstanding  Senior
Notes have been  delivered,  other than lost,  stolen or destroyed  Senior Notes
which have been replaced,  to the trustee for  cancellation  or all  outstanding
Senior Notes have become due and payable,  whether at maturity or as a result of
the mailing of a notice of redemption pursuant to the terms of the indenture and
Waste Systems has irrevocably deposited with the trustee funds sufficient to pay
at maturity or upon redemption all outstanding Senior Notes,  including interest
thereon, other than lost, stolen, mutilated or destroyed Senior Notes which have
been  replaced,  and,  in either  case,  Waste  Systems  has paid all other sums
payable under the indenture. The trustee is required to acknowledge satisfaction
and  discharge of the  indenture on demand of Waste  Systems  accompanied  by an
officer's certificate and an opinion of counsel at the cost and expense of Waste
Systems.

Transfer and Exchange

         Upon any transfer of a Senior Note,  the registrar may require a holder
to furnish appropriate endorsements and transfer documents, and to pay any taxes
and fees  required by law or permitted by the  indenture.  The  registrar is not
required to transfer or exchange any Senior Notes selected for redemption nor is
the registrar  required to transfer or exchange any Senior Notes for a period of
15 days before a selection of Senior Notes to be redeemed. The registered holder
of a Senior Note may be treated as the owner of it for all purposes.

Amendments and Waivers

         Except  as  set  forth  in  this  prospectus,  the  indenture  and  any
subsidiary  guarantee  may be  modified  and  amended  by  Waste  Systems,  each
subsidiary  guarantor  and the  trustee  with the  consent  of the  holders of a
majority in aggregate  principal amount of the Senior Notes then outstanding and
any past  default  or  compliance  with any  provisions  may be waived  with the
consent of the holders of a majority  in  principal  amount of the Senior  Notes
then outstanding.  However, without the consent of each holder of an outstanding
Senior Note affected, no amendment or waiver may, among other things,

                  (1) reduce the principal  amount of Senior Notes whose holders
         must consent to an amendment, supplement or waiver;

                  (2) reduce the rate of or extend the time for payment of
         interest on any Senior Note;

                  (3) reduce the principal of or extend the Stated Maturity of
         any Senior Note;

                  (4)  reduce  the  premium   payable  upon  the  redemption  or
         repurchase  of any  Senior  Note or change the time at which any Senior
         Note may be redeemed as described under "Redemption" above;

                  (5) make any  Senior  Note  payable  in money  other than that
         stated in the Senior Note;

                  (6)  impair  the right of any  holder to  receive  payment  of
         principal of and interest on the holder's  Senior Notes on or after the
         due dates  therefor or to  institute  suit for the  enforcement  of any
         payment on or concerning the holder's Senior Notes;

                  (7)  make  any  change  in the  provisions  of  the  indenture
         relating to waivers of past Defaults or Events of Default or the rights
         of  holders of Senior  Notes to receive  payments  of  principal  of or
         premium, if any, or interest on the Senior Notes;

                  (8) waive a redemption payment concerning any Senior Note; or

                  (9) make any  change in the  preceding  amendment  and  waiver
         provisions.

         In addition,  any  amendment  to, or waiver of, the  provisions  of the
indenture  relating  to a Change of Control or the Change of Control  Offer that
adversely affects the rights of the holders of the Senior Notes will require the
consent of the holders of at least 75% in aggregate  principal  amount of Senior
Notes then outstanding.

         Notwithstanding  the  preceding,  without  the consent of any holder of
Senior Notes, Waste Systems, the subsidiary guarantors and the trustee may amend
or supplement the indenture or the Senior Notes:

                  (1) to cure any ambiguity, defect or inconsistency;  provided
         that those actions do not adversely affect the interests of holders of
         the Senior Notes in any material respect;

                  (2) to provide for uncertificated Senior Notes in addition to
         or in place of certificated Senior Notes;

                  (3) to provide for the  assumption by a successor  corporation
         of Waste  Systems's  obligations to holders of Senior Notes in the case
         of a merger or  consolidation  or sale of all or  substantially  all of
         Waste Systems's assets;

                  (4) to make any  change  that  would  provide  any  additional
         rights or  benefits  to the  holders  of Senior  Notes or that does not
         adversely affect the legal rights under the indenture of any holder;

                  (5) to  comply  with any  requirement  of the  Securities  and
         Exchange Commission in order to effect or maintain the qualification of
         the indenture under the Trust Indenture Act;

                  (6) to add additional Events of Default;

                  (7) to evidence and provide for the acceptance of appointment
         under the indenture by a successor trustee;

                  (8) to secure the Senior Notes; and

                  (9) to add new  subsidiary  guarantors  or release  subsidiary
         guarantors in accordance with the terms of the indenture.

Concerning the Trustee

         IBJ  Whitehall  Bank & Trust  Company  is to be the  trustee  under the
indenture and has been  appointed by Waste Systems as registrar and paying agent
with regard to the Senior  Notes.  The  trustee's  current  address is One State
Street, New York, New York 10004.

         The  indenture  contains  certain  limitations  on  the  rights  of the
trustee,  should it become a creditor  of Waste  Systems,  to obtain  payment of
claims in particular cases or to realize on certain property received in respect
of any such claim as security or  otherwise.  The trustee  will be  permitted to
engage in other transactions,  however, if it acquires any conflicting interest,
as defined, it must eliminate any conflict or resign.

         The  holders  of a  majority  in  aggregate  principal  amount  of  the
then-outstanding  Senior Notes issued under the indenture will have the right to
direct the time,  method and place of conducting  any  proceeding for exercising
any remedy  available to the trustee.  The  indenture  provides  that in case an
Event of Default  shall  occur,  which shall not be cured,  the trustee  will be
required,  in the exercise of its power,  to use the degree of care of a prudent
man in the conduct of his own affairs.  Subject to this limitation,  the trustee
will be under no  obligation  to exercise  any of its rights or powers under the
indenture  at the request of any of the holders of the Senior Notes issued under
the  indenture  unless  they shall  have  offered to the  trustee  security  and
indemnity satisfactory to it.

Governing Law

         The  indenture  provides  that it and the Senior Notes will be governed
by, and construed in accordance  with, the laws of the State of New York without
giving  effect to  applicable  principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.

Certain Definitions

         "Acquired  Indebtedness" means Indebtedness of a Person existing at the
time such  Person is merged with or into Waste  Systems or becomes a  Restricted
Subsidiary or assumed by Waste Systems or a Restricted  Subsidiary in connection
with the  acquisition  of assets from such Person and not Incurred in connection
with, or in  anticipation  of, such Person  becoming a Restricted  Subsidiary or
such acquisition of assets.

         "Adjusted  EBITDA"  means,  with  respect  to  Waste  Systems  and  the
Restricted  Subsidiaries  for any  period,  the EBITDA of Waste  Systems and the
Restricted Subsidiaries for such period plus the following: (a) one-time charges
incurred   during  such  period   associated  with  the  write-off  of  landfill
development  costs;  (b) costs incurred  during such period  associated with the
integration  of  acquired   companies  and  businesses   into  Waste   Systems's
operations,  including,  without  limitation,  costs related to termination  and
retention  of  employees,   lease  termination   costs,  costs  related  to  the
integration of information  systems, and costs related to the change of the name
of the acquired company or business; and (c) restructuring costs incurred during
such period.

         "Affiliate"  means,  with respect to any  specified  Person,  any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect  common  control  with such  specified  Person.  For  purposes  of this
definition,   "control,"  including,   with  correlative  meanings,   the  terms
"controlling,"  "controlled  by" and "under common  control with," of any Person
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Asset Sale" means any sale, issuance,  lease, conveyance,  transfer or
other  disposition,   including,   without  limitation,  by  way  of  merger  or
consolidation,  collectively,  a "transfer,"  by Waste Systems or any Restricted
Subsidiary,  other than to Waste  Systems or a Restricted  Subsidiary  and other
than directors' qualifying shares, directly or indirectly, in one transaction or
in a series  of  related  transactions  of (a) any  capital  stock,  other  than
Disqualified Stock, of any Restricted  Subsidiary,  (b) all or substantially all
of the properties  and assets of Waste Systems and its  Restricted  Subsidiaries
representing  a division  or line of  business  or (c) any other  properties  or
assets of Waste Systems or any Restricted Subsidiary, other than in the ordinary
course of business;  provided,  however, the following transactions shall not be
deemed Asset Sales:

                  (1) the transfer of accounts receivable (or participations
         therein) in connection with any accounts receivables financing;

                  (2) the  transfer of capital  stock or  Indebtedness  or other
         securities of an Unrestricted Subsidiary;

                  (3) the transfer of assets  pursuant to and in accordance with
         the limitation on mergers,  sales or  consolidations  provisions in the
         indenture;

                  (4)  the  making  of  Restricted  Payments  permitted  by  the
         Restricted Payments covenant in the indenture;

                  (5) the creation or assumption of, or foreclosure  thereon,  a
         Lien  securing  Indebtedness  to the  extent  that  such  Lien does not
         violate the "--Limitation on Liens" covenant above; and

                  (6) the consummation of any sale or series of related sales of
         assets or  properties of Waste  Systems and any  Restricted  Subsidiary
         having an  aggregate  fair market value for all such sales of less than
         $1 million in any fiscal year.

         "Average Life" means, as of the date of  determination,  concerning any
Indebtedness or Preferred Stock,  the quotient  obtained by dividing (a) the sum
of the product of the numbers of years,  rounded  upwards to the nearest  month,
from  the  date of  determination  to the  dates  of each  successive  scheduled
principal  payment  of  such  Indebtedness  or  redemption  or  similar  payment
regarding such Preferred  Stock  multiplied by the amount of such payment by (b)
the sum of all such payments.

         "Business  Day"  means any day except  Saturday,  Sunday and any day on
which  banks  in The  City of New  York  are  required  or  permitted  by law or
executive order to close.

         "Capital  Lease  Obligation"  means,  with  respect to any  Person,  an
obligation  that is required to be  classified  and  accounted  for as a capital
lease for financial  reporting  purposes in accordance with GAAP, and the amount
of Indebtedness  represented by such obligation shall be the capitalized  amount
of such  obligation  determined in accordance with GAAP; and the Stated Maturity
thereof  shall be the date of the last  payment of rent or any other  amount due
under such lease  before the first date upon which such lease may be  terminated
by the lessee without payment of a penalty.

         "Capital  Stock" of any  Person  means any and all  shares,  interests,
partnership interests, rights to purchase, warrants, options,  participations or
other  equivalents  of or interests in, however  designated,  the equity of such
Person, including any Preferred Stock, but excluding debt securities convertible
into such equity.

         "Cash Equivalents" means:

                  (a)   marketable    direct    obligations    issued   by,   or
         unconditionally  guaranteed by, the United States  Government or issued
         by any  agency  thereof  and backed by the full faith and credit of the
         United States;

                  (b) marketable direct  obligations  issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof maturing within one year from the
         date of acquisition thereof and, at the time of acquisition, having one
         of the two highest  ratings  obtainable  from either  Standard & Poor's
         Rating  Services  ("Standard & Poor's") or Moody's  Investors  Service,
         Inc.
         ("Moody's");

                  (c)  commercial  paper maturing no more than one year from the
         date of  creation  thereof  and, at the time of  acquisition,  having a
         rating  of at least  A-1 from  Standard  & Poor's  or at least P-1 from
         Moody's;

                  (d)  certificates of deposit or bankers'  acceptances or, with
         regard to foreign banks, similar instruments,  maturing within one year
         from the date of acquisition thereof issued by any bank organized under
         the laws of the United  States of  America or any state  thereof or the
         District  of  Columbia or any United  States  branch of a foreign  bank
         having at the date of acquisition  thereof combined capital and surplus
         of not less than $200 million;

                  (e) repurchase  obligations with a term of not more than seven
         days for  underlying  securities  of the types  described in clause (a)
         above entered into with any bank meeting the  qualifications  specified
         in clause (d) above; and

                  (f)   investments   in  money   market   funds  which   invest
         substantially  all their assets in securities of the types described in
         clauses (a) through (e) above.

        "Change of Control" means the occurrence of any of the following events:

                  (1) any  "person"  or  "group,"  as  such  terms  are  used in
         Sections  13(d)  and  14(d) of the  Exchange  Act,  is or  becomes  the
         "beneficial  owner,"  as  defined  in Rules  13d-3 and 13d-5  under the
         Exchange  Act,  except that for purposes of this clause (1) such person
         or group shall be deemed to have  "beneficial  ownership" of all shares
         that any said  person or group has the right to acquire,  whether  such
         right is  exercisable  immediately  or only after the  passage of time,
         directly or  indirectly,  of more than 50% of the total voting power of
         the outstanding Voting Stock of Waste Systems; or

                  (2)  individuals  who on the Closing Date constitute the board
         of  directors,  together  with  any new or  successor  directors  whose
         election by the board of directors or whose  nomination by the board of
         directors for election by Waste Systems's  stockholders was approved by
         a vote of at least  two-thirds of the members of the board of directors
         on the date of their  election or  nomination,  cease for any reason to
         constitute a majority of the members of the board of directors  then in
         office; or

                  (3) the sale, lease or other transfer, in one transaction or a
         series of  related  transactions,  of all or  substantially  all of the
         assets of Waste Systems and its Restricted  Subsidiaries  to any person
         or  group,  as so  defined,  excluding  any such  sale,  lease or other
         transfer to or among Waste Systems's Restricted Subsidiaries.

         "Closing  Date"  means  the date on which  the Old  Senior  Notes  were
originally issued under the indenture.

         "Consolidated  Fixed Charge Coverage Ratio" means,  with respect to any
Person for any  period,  the ratio of  Adjusted  EBITDA of such  Person for such
period  to the  Consolidated  Fixed  Charges  of such  Person  for such  period;
provided, however, that:

                  (1) if Waste Systems or any Restricted Subsidiary has incurred
         any  Indebtedness  since the  beginning  of such period and through the
         date of determination  of the Consolidated  Fixed Charge Coverage Ratio
         that remains  outstanding or if the transaction giving rise to the need
         to calculate  Consolidated Fixed Charge Coverage Ratio is an incurrence
         of  Indebtedness or both, the Adjusted  EBITDA and  Consolidated  Fixed
         Charges for such period shall be  calculated  after giving  effect on a
         pro forma basis to

                           (A) such  Indebtedness  as if such  Indebtedness  had
                  been  incurred on the first day of such period,  provided that
                  if such  Indebtedness  is incurred  under a  revolving  credit
                  facility  or  similar  arrangement  or under  any  predecessor
                  revolving  credit or similar  arrangement only that portion of
                  such  Indebtedness  that  constitutes  the one year  projected
                  average  balance of such  Indebtedness,  as determined in good
                  faith by the board of  directors  of Waste  Systems,  shall be
                  deemed outstanding for purposes of this calculation, and

                           (B) the discharge of any other  Indebtedness  repaid,
                  repurchased,   defeased  or  otherwise   discharged  with  the
                  proceeds of such new  Indebtedness  as if such  discharge  had
                  occurred on the first day of such period;

                  (2) if since the beginning of such period any  Indebtedness of
         Waste  Systems  or  its  Restricted   Subsidiaries   has  been  repaid,
         repurchased,  defeased or otherwise discharged, other than Indebtedness
         under a revolving credit or similar  arrangement  unless such revolving
         credit  Indebtedness  has been  permanently  repaid and the  underlying
         commitment terminated and not replaced,  Consolidated Fixed Charges for
         such period shall be calculated  after giving pro forma effect  thereto
         as if such  Indebtedness  had been  repaid,  repurchased,  defeased  or
         otherwise discharged on the first day of such period;

                  (3) if since the beginning of such period Waste Systems or any
         of its Restricted Subsidiaries shall have made any Asset Sale, Adjusted
         EBITDA  for such  period  shall be  reduced  by an amount  equal to the
         Adjusted EBITDA, if positive,  attributable to the assets which are the
         subject of such Asset Sale for such  period or  increased  by an amount
         equal to the Adjusted EBITDA, if negative,  attributable to it for such
         period,  the  denominator in  Consolidated  Fixed Charge Coverage Ratio
         shall be Consolidated Fixed Charges for such period

                           (A)  reduced by an amount  equal to the  Consolidated
                  Fixed  Charges  attributable  to  any  Indebtedness  of  Waste
                  Systems  or  any  of  its  Restricted   Subsidiaries   repaid,
                  repurchased,  defeased or otherwise discharged with respect to
                  Waste Systems and its continuing  Restricted  Subsidiaries  in
                  connection  with such  Asset Sale for such  period,  or if the
                  capital  stock  of any  Restricted  Subsidiary  is  sold,  the
                  Consolidated Interest for such period directly attributable to
                  the Indebtedness of Restricted  Subsidiary to the extent Waste
                  Systems  and its  continuing  Restricted  Subsidiaries  are no
                  longer liable for such Indebtedness after such sale, and

                           (B) increased by interest income  attributable to the
                  assets  which  are the  subject  of such  Asset  Sale for such
                  period;

                  (4) if since the beginning of such period Waste Systems or any
         of its Restricted Subsidiaries, by merger or otherwise, shall have made
         an Investment in any Restricted Subsidiary, or any Person which becomes
         a Restricted  Subsidiary  as a result  thereof,  or an  acquisition  of
         assets occurring in connection with a transaction causing a calculation
         to be made hereunder which  constitutes all or substantially  all of an
         operating unit of a business,  Adjusted EBITDA and  Consolidated  Fixed
         Charges  for such period  shall be  calculated  after  giving pro forma
         effect  thereto,  including the incurrence of any  Indebtedness,  as if
         such  Investment  or  acquisition  occurred  on the  first  day of such
         period; and

                  (5) if since the  beginning  of such period any  Person,  that
         subsequently  became a Restricted  Subsidiary  of Waste  Systems or was
         merged with or into Waste  Systems or any other  Restricted  Subsidiary
         since the  beginning  of such  period,  shall have made any Asset Sale,
         Investment  or  acquisition  of assets  that  would  have  required  an
         adjustment  according  to  clause  (3) or (4)  above  if made by  Waste
         Systems or a Restricted Subsidiary during such period,  Adjusted EBITDA
         and  Consolidated  Fixed  Charges for such period  shall be  calculated
         after giving pro forma effect thereto as if such Asset Sale, Investment
         or acquisition had occurred on the first day of such period.

For the purposes of this definition, whenever pro forma effect is to be given to
an  acquisition  of assets,  the amount of income or earnings in relation to and
the  amount of  Consolidated  Fixed  Charges  associated  with any  Indebtedness
incurred in connection with an acquisition of assets, the pro forma calculations
shall be  determined  in good faith by a  responsible  financial  or  accounting
officer of Waste Systems.  If any Indebtedness bears a floating rate of interest
and is being given pro forma effect,  the interest expense on such  Indebtedness
shall be  calculated as if the rate in effect on the date of  determination  had
been the applicable rate for the entire period.

"Consolidated Fixed Charges" means, with respect to any period without
duplication, the sum of:

                  (1) the amount that in conformity with GAAP would be set forth
         opposite  the caption  "interest  expense"  or any like  caption on the
         consolidated   statement  of   operations  of  Waste  Systems  and  its
         Restricted Subsidiaries for such period, including, without limitation,

                    (A) amortization of debt discount,

                    (B) the net cash  payments,  if any,  under  interest
                        rate contracts, including amortization of discounts,

                    (C) the interest portion of any deferred payment obligation,

                    (D) accrued interest; plus

                  (2) the interest  component of the Capital  Lease  Obligations
         paid,  accrued and/or  scheduled to be paid or accrued by Waste Systems
         and its Restricted  Subsidiaries  during such period,  of Waste Systems
         and its Restricted Subsidiaries; plus

                  (3) all  cash  dividends  paid  during  such  period  by Waste
         Systems and its Restricted  Subsidiaries concerning any Preferred Stock
         and  Disqualified  Stock,  in each case as determined on a consolidated
         basis in accordance with GAAP; plus

                  (4) all interest on any Indebtedness of any person  guaranteed
         by Waste Systems or any of its Restricted Subsidiaries;  provided, that
         Consolidated  Fixed Charges shall not include (x) the  amortization  of
         debt  issuance  costs  and  (y)  the  fixed  charges  of  a  Restricted
         Subsidiary  to the  extent,  and in the same  proportion,  that the net
         income  of such  Restricted  Subsidiary  was  excluded  in  calculating
         Consolidated  Net  Income  pursuant  to  clause  (5) of the  definition
         thereof for such period.

         "Consolidated  Net Income" means,  with respect to any period,  the net
income,  or loss,  of Waste  Systems and its  Restricted  Subsidiaries  for such
period,  determined on a consolidated basis in accordance with GAAP, adjusted to
the extent  included in  calculating  such net income,  or loss,  by  excluding,
without duplication,

                  (1)  extraordinary gains and losses;

                  (2) the portion of net income,  or loss,  of Waste Systems and
         its Restricted  Subsidiaries  allocable to interests in  unconsolidated
         Persons or  Unrestricted  Subsidiaries,  except  that  Waste  Systems's
         equity in the net income of such Person or Subsidiary shall be included
         in Consolidated  Net Income to the extent of the amount of dividends or
         distributions   actually  paid  to  Waste  Systems  or  its  Restricted
         Subsidiaries by such Person or Subsidiary during such period;

                  (3) net income,  or loss,  of any Person  combined  with Waste
         Systems  or  any  of  its  Restricted  Subsidiaries  on a  "pooling  of
         interests"  basis  attributable  to  any  period  before  the  date  of
         combination;

                  (4) net  gain or loss in  respect  of any  sale,  transfer  or
         disposition of assets,  including without limitation,  pursuant to sale
         and  leaseback  transactions,  other  than in the  ordinary  course  of
         business; and

                  (5) the net income,  but not the net loss,  of any  Restricted
         Subsidiary to the extent that the  declaration  of dividends or similar
         distributions  by that  Restricted  Subsidiary  of that income to Waste
         Systems  is not at the date of  determination  permitted,  directly  or
         indirectly,  by operation of the terms of its charter or any agreement,
         instrument,  judgment,  decree,  order,  statute,  rule or governmental
         regulation applicable to the Restricted Subsidiary or its stockholders,
         other than pursuant to the Senior Notes or the indenture.

         "Credit  Facility"  means the  Credit  Facility  established  under the
Business Loan Agreement  dated  September 11, 1998,  with regards to which Waste
Systems is a guarantor,  by and among Waste Systems Vermont  Holdings,  Inc. and
Waste  Systems  Pennsylvania  Holdings,  Inc.  and The  BankNorth  Group,  N.A.,
including   collateral   documents,   instruments  and  agreements  executed  in
connection   therewith   and   any   amendments,   supplements,   substitutions,
qualifications,  extensions, renewals, restatements,  replacements, refinancings
or refunding thereof.

         "Currency  Agreement  Obligations"  means the obligations of any Person
under a foreign  exchange  contract,  currency  swap  agreement or other similar
agreement or arrangement to protect such Person against fluctuations in currency
values.

         "Default"  means  any event  that is, or after the  giving of notice or
passage of time or both would be, an Event of Default.

         "Disqualified Stock" means:

                  (1) any Preferred Stock of any Restricted Subsidiary, and

                  (2) any  class or  series of  capital  stock of Waste  Systems
         that,  either by its terms,  or by the terms of any security into which
         it is convertible or exchangeable or by contract or otherwise

                           (A) is, or upon the  happening of an event or passage
                  of time  would be,  required  to be  redeemed  before one year
                  after the final Stated Maturity of the Senior Notes;

                           (B) is redeemable at the option of the holder thereof
                  at any time before one year after such final Stated  Maturity;
                  or

                           (C)  at  the  option  of  the  holder   thereof,   is
                  convertible  into or  exchangeable  for debt securities at any
                  time  before  one  year  after  such  final  Stated  Maturity;
                  provided  that any  capital  stock that  would not  constitute
                  Disqualified  Stock but for provisions  therein giving holders
                  thereof the right to cause the issuer thereof to repurchase or
                  redeem such  capital  stock upon the  occurrence  of an "asset
                  sale" or  "change  of  control"  occurring  before  the Stated
                  Maturity of the Senior Notes will not constitute  Disqualified
                  Stock if the "asset  sale" or "change of  control"  provisions
                  applicable to such capital stock are not more favorable to the
                  holders of such capital stock than the provisions contained in
                  the  "Limitation  on Asset  Sales"  covenant  and  "Change  of
                  Control"  described above and such capital stock  specifically
                  provides  that the issuer  will not  repurchase  or redeem any
                  such stock according to such provision  before Waste Systems's
                  repurchase  of  such  Senior  Notes  as  are  required  to  be
                  repurchased in conformity with the "Limitation on Asset Sales"
                  covenant and "Change of Control" described above.

         "EBITDA" means,  with respect to any Person for any period,  the sum of
Consolidated Net Income of such Person for such period plus

                  (a)      the following to the extent deducted in calculating
                  such Consolidated Net Income:

                           (1)  provision for taxes based on the net income or
                  profits of such Person;

                           (2)  Consolidated Fixed Charges, including for this
                  purpose the amortization of debt issuance costs;

                           (3)  consolidated depreciation and amortization,
                  calculated in accordance with GAAP; and

                           (4)  any  other  non-cash   charges,   excluding  any
                  non-cash  items that  represent  an accrual of or reserve  for
                  cash  charges  reasonably  expected  to be  disbursed  in  any
                  subsequent  period  before the Stated  Maturity  of the Senior
                  Notes, deducted in computing Consolidated Net Income, minus

                  (b)  non-cash  items   increasing   Consolidated  Net  Income,
         excluding any items which represent an accrual for cash receipts or the
         reduction of required future cash disbursements  reasonably expected to
         be received  or  disbursed  in a  subsequent  period  before the Stated
         Maturity of the Senior Notes.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Existing  Indebtedness"  means  Indebtedness  of Waste  Systems or its
Restricted  Subsidiaries  in  existence  on the Closing Date plus any premium or
interest accrued thereon.

         "GAAP" means  generally  accepted  accounting  principles in the United
States set forth in the  Statements  of Financial  Accounting  Standards and the
Interpretations,  Accounting  Principles  Board  Opinions  and AICPA  Accounting
Research  Bulletins  which are  applicable  as of  December  31,  1998 except as
otherwise specified in this Prospectus.

         "Guarantee"  means any  obligation,  contingent  or  otherwise,  of any
Person  guaranteeing   Indebtedness  of  another  Person,   including,   without
limitation,  obligations, agreements to purchase assets, securities or services,
to  take-or-pay,  or to  maintain  financial  statement  conditions,  or similar
arrangements or agreements  entered into for the purpose of assuring the obligee
of such  Indebtedness  of the payment thereof or to protect such obligee against
loss in respect thereof,  in whole or in part, but excluding (a) endorsements of
negotiable  instruments  for  collection  or deposit in the  ordinary  course of
business, and (b) contingent obligations in connection with the sale or discount
of accounts receivable and similar paper.

         "Incur"  means,  with respect to any  Indebtedness,  to incur,  create,
issue,  assume,  Guarantee or otherwise become liable for or with respect to, or
become  responsible  for,  the  payment  of,  contingently  or  otherwise,  such
Indebtedness,  including an "Incurrence" of Acquired Indebtedness; provided that
neither the accrual of interest  nor the  accretion of original  issue  discount
shall be considered an Incurrence of Indebtedness.

         "Indebtedness" means, with respect to any Person, without duplication:

                  (1)  the  principal  of  and  the  premium,  if  any,  on  all
         indebtedness of such Person for money borrowed or which is evidenced by
         a note, bond, debenture or similar instrument for payment;

                  (2) all obligations of such Person under any conditional sale,
         title  retention  or similar  agreement  in respect of the  deferred or
         unpaid purchase price of property or services acquired by such Person;

                  (3)      all Capital Lease Obligations of such Person;

                  (4) all reimbursement obligations of such Person in respect of
         letters of credit, bankers' acceptances or similar facilities issued or
         created for the account of such Person;

                  (5) all net  obligations  of such Person under  Interest  Rate
         Agreement Obligations or Currency Agreement Obligations of such Person;

                  (6) all  liabilities  of others of the kind  described  in the
         preceding  clauses  (1), (2) or (3) secured by any Lien on any property
         owned by such  Person even though such Person has not assumed or become
         liable for the  payment of such  liabilities;  provided,  however,  the
         amount of such  Indebtedness  for purposes of this definition  shall be
         limited  to the lesser of the  amount of  Indebtedness  secured by such
         Lien or the value of the property subject to such Lien;

                  (7) all  Disqualified  Stock  issued  by such  Person  and all
         Preferred Stock issued by a Restricted Subsidiary of such Person;

                  (8) the amount of every Capital Lease Obligation of such
         Person; and

                  (9) to the extent not  otherwise  included,  any  Guarantee by
         such Person of any other  Person's  Indebtedness  or other  obligations
         described in clauses (1) through (8) above.


For  purposes of this  definition,  the maximum  fixed  repurchase  price of any
Disqualified  Stock  that  does  not  have a  fixed  repurchase  price  will  be
calculated in accordance  with the terms of such  Disqualified  Stock as if such
Disqualified  Stock  were  repurchased  on any  date on  which  Indebtedness  is
required to be determined pursuant to the Indenture,  and if such price is based
upon,  or measured by, the fair market value of such  Disqualified  Stock,  such
fair market value will be  determined in good faith by the board of directors of
the issuer of such Disqualified  Stock.  "Indebtedness" of Waste Systems and the
Restricted Subsidiaries shall not include:

                  (1)  trade payables incurred in the ordinary course of
         business; and

                  (2)  contingent  obligations  incurred in connection  with the
         sale or  discount  of  accounts  receivable  and  similar  paper in the
         ordinary course of business.

The principal amount outstanding of any Indebtedness  issued with original issue
discount is the accreted value of such  Indebtedness and Indebtedness  shall not
include  any  liability  for  federal,  state,  local  or other  taxes.  Accrued
liabilities  arising in the ordinary  course of business and any  liability  for
federal,  state or local  taxes or other  taxes owed by such  person will not be
considered Indebtedness for purposes of this definition.

         "Interest  Rate  Agreement  Obligations"  means,  with  respect  to any
Person,  the Obligations of such Person under (a) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements,  and (b) other
agreements or arrangements  designed to protect such Person against fluctuations
in interest rates.

         "Investment" in any Person means any direct or indirect  advance,  loan
or other  extension  of credit  to,  including,  without  limitation,  by way of
Guarantee  or similar  arrangement  but  excluding  advances  to  customers  and
employees in the ordinary course of business,  capital contribution to, by means
of any transfer of cash or other  property to others or any payment for property
or services for the account or use of others,  or any purchase or acquisition of
capital stock, bonds, notes,  debentures or other similar instruments issued by,
such Person and shall include the  designation of a Restricted  Subsidiary as an
Unrestricted  Subsidiary.  For  purposes  of  the  definition  of  "Unrestricted
Subsidiary"  and the  "Limitation  on Restricted  Payments"  covenant  described
above,

                  (1)  "Investment"  shall  include the fair market value of the
         assets,  net of  liabilities,  of any  Restricted  Subsidiary  of Waste
         Systems at the time that such Restricted Subsidiary of Waste Systems is
         designated an Unrestricted Subsidiary and shall exclude the fair market
         value of the assets, net of liabilities, of any Unrestricted Subsidiary
         at  the  time  that  such  Unrestricted   Subsidiary  is  designated  a
         Restricted Subsidiary of Waste Systems; and

                  (2)  any  property  transferred  to or  from  an  Unrestricted
         Subsidiary shall be valued at its fair market value at the time of such
         transfer,  in each case as determined by the board of directors in good
         faith.

         "Lien"  means any  mortgage,  lien,  statutory  or  otherwise,  pledge,
charge,  security  interest or  encumbrance  of any kind upon or concerning  any
property  of any kind,  real or  personal,  movable or  immovable,  now owned or
hereafter acquired,  whether or not filed, recorded or otherwise perfected under
applicable  law,  including  any  conditional  sale  or  other  title  retention
agreement,  any lease in the nature  thereof,  any option or other  agreement to
sell or give a security interest in any asset and any filing of, or agreement to
give, any financing  statement under the Uniform  Commercial Code, or equivalent
statutes, of any jurisdiction.  A Person will be deemed to own subject to a Lien
any property that such person has acquired or holds subject to the interest of a
vendor or lessor under any conditional  sale  agreement,  capital lease or other
title retention agreement.

         "Net Cash  Proceeds"  means,  with  respect  to any  Asset  Sale by any
Person,  the  aggregate  cash or cash  equivalent  proceeds  thereof,  including
payments in respect of deferred  payment  obligations  when received in the form
of, or stock or other assets when disposed for, cash or cash equivalents, except
to the extent that such  obligations are financed or sold with recourse to Waste
Systems or any Restricted Subsidiary, pursuant to, or monetization of, a note or
installment receivable or otherwise, net of the sum of:

                  (1) the  amount of any  Indebtedness,  including  Disqualified
         Stock or  Preferred  Stock of a  subsidiary,  which is  required  to be
         repaid by such Person or its  Affiliates in connection  with such Asset
         Sale; plus

                  (2)  all  fees,   commissions  and  other  expenses  incurred,
         including  without  limitation,  the fees and expenses of legal counsel
         and investment banking, accounting, underwriting and brokerage fees and
         expenses, by such Person in connection with such Asset Sale; plus

                  (3) provision for taxes, including income taxes,  attributable
         to the Asset Sale or attributable to required prepayments or repayments
         of Indebtedness with the proceeds of such Asset Sale; plus

                  (4) any amounts  reasonably to be provided by Waste Systems or
         any  Restricted  Subsidiary,  as the  case  may  be,  as a  reserve  in
         accordance with GAAP against any liabilities associated with such Asset
         Sale and  retained  by the seller  after such  Asset  Sale,  including,
         without   limitation,   pension  and  other   post-employment   benefit
         liabilities,   liabilities   related  to   environmental   matters  and
         liabilities under any indemnification  obligations associated with such
         Asset Sale; plus

                  (5) amounts  required to be paid to Persons,  other than Waste
         Systems or a Restricted  Subsidiary,  holding a beneficial  interest in
         the assets sold in such Asset Sale or to holders of minority  interests
         in a  Restricted  Subsidiary  or other entity as a result of such Asset
         Sale.

         "Net  Proceeds," with respect to any issuance or sale of capital stock,
means the  proceeds,  in cash,  securities or property,  with any  securities or
property  valued at fair market value,  of the issuance or the net of attorneys'
fees,  accountants' fees,  underwriters' or placement agents' fees, discounts or
commissions  and brokerage,  consultant and other fees and expenses  incurred in
connection  with such  issuance  or sale and net of taxes  paid or  payable as a
result of such issuance or sale.

         "Obligations"   means  any  principal,   interest,   penalties,   fees,
indemnifications,  reimbursement  obligations,  damages  and  other  liabilities
payable under the documentation governing any Indebtedness.

         "Permitted Investment" means:

                  (1) an Investment in Waste Systems or a Restricted  Subsidiary
         or a Person which will,  upon the making of such  Investment,  become a
         Restricted  Subsidiary  or be  merged or  consolidated  with or into or
         transfer  or convey  all or  substantially  all its  assets  to,  Waste
         Systems or a Restricted Subsidiary; provided that such Person's primary
         business is related,  ancillary or  complementary  to the businesses of
         Waste  Systems  and its  Restricted  Subsidiaries  on the  date of such
         Investment;

                  (2) Cash Equivalents;

                  (3) payroll, travel and similar advances to cover matters that
         are expected at the time of such  advances  ultimately to be treated as
         expenses in accordance with GAAP;

                  (4) stock, obligations or securities received in satisfaction
         of judgments;

                  (5) an  Investment  in any  Person  consisting  solely  of the
         transfer to such Person of an Investment in another  Person that is not
         a Restricted Subsidiary;

                  (6) Investment Grade Securities;

                  (7) Interest Rate Agreements and Currency  Agreements designed
         solely to protect Waste Systems or its Restricted  Subsidiaries against
         fluctuations in interest rates or foreign currency exchange rates;

                  (8)  Investments,  not to exceed $10.0 million at any one time
         outstanding, and for purposes of this clause (8) an Investment shall be
         deemed to be outstanding  in the amount of the excess,  but not, in any
         event,  less than zero, of the amount of such Investment on the date or
         dates  made,  less the  return  of  capital  to Waste  Systems  and its
         Restricted Subsidiaries concerning such Investment,; and

                  (9)  Investments,  to the  extent the  consideration  therefor
         consists of capital  stock,  other than  Disqualified  Stock,  of Waste
         Systems or net cash  proceeds from the sale of such capital  stock,  if
         such  capital  stock was issued or sold within 90 days of the making of
         such Investment.

         "Person" means any individual, corporation, partnership, joint venture,
association,    joint-stock   company,   limited   liability   company,   trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Preferred  Stock" as applied to the capital  stock of any Person means
capital  stock  of  any  class  or  classes,  however  designated,  whether  now
outstanding  or issued  after the Closing  Date,  which is  preferred  as to the
payment of dividends or distributions,  or as to the distribution of assets upon
any voluntary or involuntary  liquidation  or  dissolution of such Person,  over
capital stock of any other class of such Person.

         "Purchase Money Obligation" means any Indebtedness secured by a Lien on
assets related to the business of Waste Systems or the Restricted  Subsidiaries,
and any additions and accessions thereto,  which are purchased or constructed by
Waste Systems or any  Restricted  Subsidiary at any time after the Closing Date;
provided that:

                  (1) any security agreement or conditional sales or other title
         retention  contract  pursuant  to  which  the  Lien on such  assets  is
         created,  collectively  a "Security  Agreement,"  shall be entered into
         within 180 days after the  purchase or  substantial  completion  of the
         construction  of such assets and shall at all times be confined  solely
         to the assets so purchased or acquired,  any additions  and  accessions
         thereto and any proceeds therefrom;

                  (2) at no time  shall the  aggregate  principal  amount of the
         outstanding  Indebtedness  secured  thereby  be  increased,  except  in
         connection  with the purchase of additions and  accessions  thereto and
         except in  respect  of fees and other  obligations  in  respect of such
         Indebtedness; and

                  (3)      either

                           (a) the  aggregate  outstanding  principal  amount of
                  Indebtedness secured thereby,  determined on a per asset basis
                  in the case of any additions and accessions,  shall not at the
                  time such  Security  Agreement  is entered into exceed 100% of
                  the  purchase   price  to  Waste  Systems  or  any  Restricted
                  Subsidiary of the assets subject thereto, or

                           (b) the  Indebtedness  secured  thereby shall be with
                  recourse  solely to the assets so purchased  or acquired,  any
                  additions and accessions thereto and any proceeds therefrom.

         "Qualified Stock" of any Person means any and all capital stock of such
Person, other than Disqualified Stock.

         "Restricted  Investment"  means an  Investment  by Waste  Systems  or a
Restricted Subsidiary in any Person other than a Restricted Subsidiary.

         "Restricted Payment" has the meaning set forth under the covenant
entitled "Limitation on Restricted Payments."

         "Restricted  Subsidiary"  means each direct or indirect  subsidiary  of
Waste Systems other than an Unrestricted Subsidiary.

         "Stated  Maturity" means,  when used with respect to any Senior Note or
any installment of interest  thereon,  the date specified in such Senior Note as
the fixed date on which the principal of such Senior Note or such installment of
interest  is  due  and  payable  and,   when  used  with  regard  to  any  other
Indebtedness,  means  the  date  specified  in  the  instrument  governing  such
Indebtedness  as the fixed date on which the principal of such  Indebtedness  or
any installment of interest thereon is due and payable.

         "Subordinated  Indebtedness"  means  Indebtedness,  including,  without
limitation,  secured  Indebtedness,  of Waste Systems or a subsidiary  guarantor
which by its express terms is  subordinated or junior in right of payment to the
Senior Notes or the subsidiary guarantee issued by such subsidiary guarantor, as
the case may be.

         "Subsidiary"  of a Person  means any  Person a  majority  of the voting
power  of the  Voting  Stock  of which  is  owned  or  controlled,  directly  or
indirectly,  by such Person or by one or more other subsidiaries of such Person,
or by such Person and one or more other subsidiaries thereof.

         "Subsidiary  Guarantee"  means a  guarantee  of the  Senior  Notes by a
Restricted Subsidiary in accordance with the provisions of the Indenture.

         "Unrestricted   Subsidiary"  means  any  subsidiary  of  Waste  Systems
designated as such by the board of directors of Waste Systems pursuant to and in
compliance  with the covenant  described under  "--Limitation  on Designation of
Unrestricted Subsidiaries" and any subsidiary of an Unrestricted Subsidiary. Any
such  Designation  may be revoked by a  resolution  of the board of directors of
Waste  Systems  delivered  to the  trustee,  subject to the  provisions  of such
covenant.

         "Voting  Stock" of a Person means any class or classes of capital stock
of such Person then  outstanding  as to which the holders  thereof are  entitled
under  ordinary   circumstances,   without  regard  to  the  occurrence  of  any
contingency, to vote in the election of directors,  managers or trustees of such
Person.

         "Wholly Owned Restricted  Subsidiary"  means any Restricted  Subsidiary
with respect to which all of the outstanding Voting Stock, other than directors'
qualifying shares, of which are owned, directly or indirectly, by Waste Systems.

                          BOOK-ENTRY; DELIVERY AND FORM

         The  Old  Senior  Notes  were  initially  issued  in  the  form  of one
registered note in global form without coupons.

The Global Note and Depository Procedures

         The following  description  of the operations and procedures of DTC are
provided solely as a matter of convenience.  These operations and procedures are
solely  within the control of DTC and are subject to changes  from time to time.
Waste Systems takes no  responsibility  for these  operations and procedures and
urges investors to contact the system or their participants  directly to discuss
these matters.

         DTC has advised us that it is a:

         o limited purpose trust company organized under the laws of the State
           of New York,

         o member of the Federal Reserve System,

         o "clearing corporation" within the meaning of the Uniform Commercial
           Code and

         o "clearing agency" registered pursuant to the provisions of Section
           17A of the Exchange Act.

         DTC was created to hold securities for its  participants and facilitate
the clearance and  settlement of securities  transactions  between  participants
through electronic  book-entry changes in accounts of its participants,  thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and certain other organizations.  Indirect access to the DTC system is available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial  relationship  with a  participant,  either  directly or
indirectly ("indirect participants").

         Waste Systems expects that according to procedures established by DTC:

                  (1) upon the  purchase  of the  Offered  Senior  Notes,  Waste
         Systems or its  custodian  will  credit,  on its internal  system,  the
         principal amount of the individual  beneficial  interests  purchased to
         the  respective  accounts  of  persons  who  have  accounts  with  such
         depository; and

                  (2)  ownership  of  beneficial  interests  in the note will be
         shown on, and the  transfer of such  ownership  will be  effected  only
         through:

               o records maintained by DTC or its nominee concerning interests
                 of persons who have accounts with DTC ("participants") and

               o the records of participants concerning interests of persons
                 other than participants.

         The  accounts  initially  will be  designated  by or on  behalf  of the
purchasers of the Offered Senior Notes and ownership of beneficial  interests in
the note will be limited to participants  or persons who hold interests  through
participants.


         So long as DTC, or its nominee,  is the  registered  owner or holder of
the notes,  DTC or its nominee,  as the case may be, will be considered the sole
owner or holder of the notes represented by a global note for all purposes under
the indenture.  No beneficial owner of an interest in a global note will be able
to  transfer  that  interest  except in  accordance  with DTC's  procedures,  in
addition to those provided for under the indenture.

         Payments of the  principal  of,  premium,  if any,  and  interest on, a
global  note  will be made to DTC or its  nominee,  as the case  may be,  as the
registered owner thereof. None of Waste Systems, the trustee or any paying agent
will have any responsibility or liability for any aspect of the records relating
to or payments  made on account of  beneficial  ownership  interests in a global
note or for  maintaining,  supervising or reviewing any records relating to such
beneficial ownership interest.

         We expect  that DTC or its  nominee,  upon  receipt  of any  payment of
principal,  premium,  if  any,  or  interest  on  a  global  note,  will  credit
participants'   accounts  with  payments  in  amounts   proportionate  to  their
respective  beneficial  interests in the principal  amount of the global note as
shown on the records of DTC or its  nominee.  Waste  Systems  also  expects that
payments by  participants  to owners of beneficial  interests in the global note
held through such  participants  will be governed by standing  instructions  and
customary practice,  as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers.  Such payments
will be the responsibility of such participants.

         Transfers between  participants in DTC will be effected in the ordinary
way through DTC's same-day funds system in accordance with DTC rules and will be
settled  in  same  day  funds.  If a  holder  requires  physical  delivery  of a
certificated  note for any reason,  including to sell Senior Notes to persons in
jurisdictions  which require physical delivery of the Senior Notes, or to pledge
such  securities,  the holder must  transfer its interest in the global note, in
accordance  with the normal  procedures of DTC and with the procedures set forth
in the  indenture.  Consequently,  the  ability to transfer  Senior  Notes or to
pledge  Senior Notes as  collateral  will be limited to that  extent.  Transfers
between participants in Euroclear and Cedel will be effected in the ordinary way
in accordance with their respective rules and operating procedures.

         Senior  Notes that are issued as  described  below under  "certificated
notes,"  will be issued in  registered  definitive  form without  coupons.  Upon
transfer of certificated  notes, such certificated  notes may, unless the global
note has previously been exchanged for  certificated  notes, be exchanged for an
interest in the global note  representing  the  principal  amount of notes being
transferred.

         DTC has advised us that it will take any action  permitted  to be taken
by a holder of Senior  Notes,  including  the  presentation  of Senior Notes for
exchange as described below,  only at the direction of one or more  participants
to whose  account the DTC  interest  in the global note is credited  and only in
respect of such portion of the aggregate  principal amount of Senior Notes as to
which the participant or participants has or have given such direction. However,
if there is an event of  default  under the  indenture,  DTC will  exchange  the
global  notes  for  certificated   notes,   which  it  will  distribute  to  its
participants.

         Although  DTC has  agreed to the  preceding  procedures  to  facilitate
transfers  of interests  in the global  notes among  participants  of DTC, it is
under no  obligation  to perform such  procedures,  and such  procedures  may be
discontinued  at any time.  Neither  Waste Systems nor the trustee will have any
responsibility  for the  performances  by DTC or its  participants  or  indirect
participants  of their  respective  obligations  under the rules and  procedures
governing their operations.

Certificated Notes

         The old global note is exchangeable  for definitive Old Senior Notes in
registered  certificated  form,  and the new  global  note is  exchangeable  for
definitive New Senior Notes in registered certificated form, in case, if:

                  (1)  DTC:
                        (a)  notifies Waste Systems and the trustee that it is
                             unwilling or unable to continue as depositary for
                             the global note; or

                        (b)  has ceased to be a clearing agency registered under
                             the Exchange Act;

      and, in either case, Waste Systems fails to appoint a successor depository
      within 90 days;

                  (2) Waste  Systems,  at our  option,  notifies  the trustee in
         writing that it elects to cause the issuance of the certificated notes;
         or

                  (3) there shall have  occurred and be  continuing a default or
         event of default  with  respect  to the Senior  Notes as defined in the
         indenture.

         In all cases,  certificated  notes  delivered  in exchange for a global
note or beneficial interests in the global note will be registered in the names,
and  issued  in any  approved  denominations,  requested  by or on behalf of the
depositary,  in accordance  with its customary  procedures,  and will bear the a
restrictive legend, unless Waste Systems determines otherwise in compliance with
applicable law.


                               SELLING NOTEHOLDER

         The  following  section  provides  information  regarding  the  selling
noteholder. The selling noteholder has furnished this information to us and this
information is accurate to the best of our knowledge.

                                                Aggregate Principal
                                                     Amount of
                                               Offered Senior Notes
B-III Capital Partners, L.P.
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA  02181                               $22,500,000


         DDJ Capital  Management,  LLC ("DDJ")  serves as investment  manager of
B-III Capital Partners,  L.P. ("B-III");  and an affiliate of DDJ is the general
partner of B-III. Judy K. Mencher and David J. Breazzano,  managing directors of
DDJ, serve as directors of Waste Systems.  As of June 30, 1999, DDJ beneficially
owned  7,019,426  shares  of  common  stock  of  Waste  Systems,  44.5%  of  the
outstanding common stock.

                              PLAN OF DISTRIBUTION

         This  prospectus,  as it may be  amended or  supplemented  form time to
time,  may be used by a  broker-dealer  in  connection  with  resales of Offered
Senior Notes.

         We will not receive any proceeds from any sale of Offered Senior Notes.
We will pay  substantially  all of the expenses  incident to the registration of
the Offered Senior Notes, except for selling commissions.

         Offered Senior Notes received by  broker-dealers  for their own account
in the exchange offer may be sold from time to time in one or more  transactions
in the over-the-counter market, in negotiated transactions,  through the writing
of options in the Offered Senior Notes or a combination of the foregoing methods
of resale,  at market prices prevailing at the time of resale, at prices related
to the  prevailing  market prices or negotiated  prices.  Any resale may be made
directly  to  purchasers  or to or through  brokers or dealers  who may  receive
compensation in the form of commissions or concessions from any broker-dealer or
purchasers, or both, of any Offered Senior Notes.

         The  selling  noteholders  may offer  their  shares  through  public or
private  transactions,  in the Private  Offering  Resales  and  Trading  through
Automated  Linkages or "PORTAL"  market and at  prevailing  market  prices or at
privately negotiated prices.

         The  senior   notes  may  be  sold   directly  or  through   agents  or
broker-dealers  acting as principal or agent. The selling noteholders may engage
underwriters,  brokers,  dealers  or  agents,  who may  receive  commissions  or
discounts from the selling noteholders.

         The selling noteholders and any underwriters,  agents or broker-dealers
that participate with the selling  noteholders in the distribution of the shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, and any  commissions  received by them and any profit on the resale of the
shares  may be deemed to be  underwriting  commissions  or  discounts  under the
Securities Act.


                                 USE OF PROCEEDS


         We will not  receive  any cash  proceeds  from the sale of the  Offered
Senior  Notes.  We  are  making  this  exchange  offer  solely  to  satisfy  our
obligations under our Senior Notes registration rights agreement.

         The net proceeds to Waste Systems from the original issuance of the Old
Senior Notes and warrants to purchase an aggregate of 1,500,000  shares of Waste
Systems  common  stock,  subject to  adjustment,  after  deducting  the original
offering expenses,  were approximately $97.3 million. We have used and intend to
use the net proceeds as follows:

  Apportioned Amount                    Use or Intended Use

  $20.0 million    repayment of all outstanding 13% Short Term Notes due June
                   30, 1999

   10.0            repayment of BankNorth Group, N.A. bank credit facility

    1.7            repayment of capital leases and other notes payable

    2.8            repurchase of approximately 500,000 shares of common stock
                   from the Federal Deposit Insurance Company

   1.45            redemption of $1.45 million principal amount of 10%
                   Convertible Subordinated Debentures due October 6, 2005

  61.35            the acquisition of Cumberland Waste Service, Inc. and
                   Community Refuse Service, Inc. and future acquisitions, as
                   well as general corporate purposes, including working capital

 $97.3 million     Total







                                  LEGAL MATTERS

         The validity of the securities being offered hereby will be passed upon
by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.


                                     EXPERTS

         The consolidated  financial  statements of Waste Systems as of December
31,  1998  and 1997 and for each of the  years in the  three-year  period  ended
December 31, 1998,  appearing in the Waste  Systems  Annual  Report on Form 10-K
incorporated by reference in this prospectus and the  registration  statement to
which it is a part, have been audited by KPMG LLP, independent  certified public
accountants,  and in  reliance  upon the  authority  of said firm as  experts in
accounting and auditing.

                       WHERE YOU MAY FIND MORE INFORMATION


         We have filed a registration  statement on Form S-3 with the Securities
and Exchange  Commission covering the resale of the shares of common stock. This
prospectus,   which  is  part  of  the  registration  statement,  omits  certain
information  included in the  registration  statement.  Statements  made in this
prospectus as to the contents of any contract,  agreement or other  document are
not  necessarily  complete.  Since  this  prospectus  may  not  contain  all the
information  that you may find  important,  you  should  review the full text of
these  documents.  We have included copies of these documents as exhibits to our
registration statement.

         We  are  currently   subject  to  the  periodic   reporting  and  other
informational  requirements of the Securities  Exchange Act of 1934, as amended,
and,  in  accordance  with  its  rules,  we file  annual,  quarterly  and  other
information  with the  Securities and Exchange  Commission.  You can inspect and
copy at prescribed rates the reports and other information that we file with the
Securities and Exchange Commission at the public reference facilities maintained
by the Securities and Exchange  Commission at Room 1024,  Judiciary  Plaza,  450
Fifth Street, N.W., Washington,  D.C. 20549, and also at the regional offices of
the Securities and Exchange  Commission  located at 7 World Trade Center,  Suite
1300,  New York,  New York  10048 and the  Citicorp  Center at 500 West  Madison
Street, Suite 1400, Chicago, Illinois 60661-2511.  You may obtain information on
the operation of the public  reference  facilities by calling the Securities and
Exchange  Commission at 1-800-SEC-0330.  The Securities and Exchange  Commission
also maintains an internet web site at http://www.SEC.gov that contains reports,
proxy and  information  statements  and other  information.  You can also obtain
copies of these materials from us upon request.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents and other materials,  which we have filed with
the Securities and Exchange Commission, are incorporated and specifically made a
part of this prospectus by reference:

         (1)      Annual Report on Form 10-K for the fiscal year ended  December
                  31,  1998,  as amended by the Report on Form  10-K/A  filed on
                  April 8, 1999, as further amended by the Report on Form 10-K/A
                  Amendment No. 2 filed on August 5, 1999;

         (2)      Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1999,  as amended by the Report on Form 10-Q/A filed on August
                  5, 1999;

         (3)      Proxy Statement dated April 30, 1999; and

         (4)      Current  Report on Form 8-K filed on March 12,  1999,  Current
                  Report on Form 8-K  filed on March 25,  1999,  as  amended  by
                  Current Report on Form 8-K/A filed on May 24, 1999.

         In  addition,  all  documents  that we file  with  the  Securities  and
Exchange  Commission  pursuant  to  sections  13(a),  13(c),  14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus will be deemed
to be  incorporated  by reference  into this  prospectus  and to be part of this
prospectus from the date of the filing of such documents with the Securities and
Exchange Commission. Any statement contained in this prospectus or in a document
incorporated  or deemed to be  incorporated by reference in this prospectus will
be deemed to be modified or  superseded  for  purposes of this  prospectus  if a
statement  contained  in this  prospectus  or in any  other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes that  statement.  Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.

         This  prospectus  incorporates  documents  by  reference  that  are not
presented in this prospectus or delivered  herewith.  Copies of these documents,
other than exhibits to these documents that are not specifically incorporated by
reference in this  prospectus,  are available  without  charge to each person to
whom a copy of this prospectus is delivered, upon the written or oral request of
that person.  Requests for any  information  should be directed to Waste Systems
International,  Inc., 420 Bedford Street,  Suite 300,  Lexington,  Massachusetts
02420 (telephone number (781) 862-3000), attention: Chief Financial Officer.




                                      II-5

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

         The  following  table sets forth an itemized  statement of all expenses
expected to be incurred in connection with the issuance and  distribution of the
securities being  registered (all of which are estimated,  other than the filing
fee of the Securities and Exchange Commission):

         Securities and Exchange Commission filing fee............. $     6,255
         Legal fees and expenses...................................      10,000
         Accounting fees and expenses..............................       2,500
         Blue Sky fees and expenses................................         500
         Miscellaneous.............................................           0
                                                                     -----------

                    Total..........................................  $    19,225

Item 15.  Indemnification of Directors and Officers.

        Section  145  of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement  in respect of or in  successful  defense of any action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

        We have obtained  directors' and officers'  insurance providing benefits
aggregating  $5  million.  In  addition,  Article X of our  Second  Amended  and
Restated Certificate of Incorporation, as amended (the "Charter"), provides that
directors  or  officers  of Waste  Systems,  or others  serving as a director or
officer of another  corporation  at our  request,  shall be  indemnified  to the
fullest  extent  permitted  by the DGCL.  Article X  further  provides  that the
indemnification  rights provided by such Article X shall not be deemed exclusive
of any other rights to which those  indemnified  may be entitled  under any law,
agreement or vote of  stockholders  or  disinterested  directors  or  otherwise.
Article VII of the Charter further provides that no director shall be personally
liable  to us or our  stockholders  for  monetary  damages  for  any  breach  of
fiduciary  duty by such  person as a  director,  except to the  extent  that the
elimination  or limitation  of liability is not  permitted  under the DGCL as in
effect when such liability is determined. Any amendment or repeal of Article VII
by the  stockholders or an amendment to the DGCL shall not adversely  affect any
right or protection under such Article existing at the time of such amendment or
repeal with respect to any act or omission  occurring prior to such amendment or
repeal  of a person  serving  as a  director  at the time of such  amendment  or
repeal.

        We have also entered into an  indemnification  agreement with one of our
directors,  William B. Philipbar.  The  indemnification  agreement  requires us,
among other things,  to indemnify Mr.  Philipbar to the fullest extent permitted
by law and advance to Mr. Philipbar all related expenses.  Under this agreement,
we must also  indemnify  and advance  all  expenses  incurred  by Mr.  Philipbar
seeking to enforce his rights under the indemnification agreement,  provided Mr.
Philipbar  prevails.  Although  the  form of  indemnification  agreement  offers
substantially the same scope of coverage afforded by law, it provides additional
assurance to Mr. Philipbar that  indemnification will be available because, as a
contract,  it  cannot be  modified  unilaterally  in the  future by the Board of
Directors or the  stockholders  to eliminate  the rights it provides.  It is the
position of the Commission  that  indemnification  of directors and officers for
liabilities  under the Securities Act is against public policy and unenforceable
pursuant to Section 14 of the Securities Act.


Item 16.  Exhibits and Financial Statement Schedules.

        The following is a complete list of exhibits  filed or  incorporated  by
reference as part of this prospectus.


Exhibit No.                              Description

1.1  Purchase Agreement, dated February 25, 1999, by and among First Albany
     Corporation and Waste Systems International, Inc. and its subsidiaries
     (incorporated by reference to Exhibit 1.1 of the company's Current Report
     on Form 8-K, dated March 2, 1999).

4.1  Indenture, dated as of March 2, 1999, between Waste Systems International,
     Inc. and IBJ Whitehall Bank & Trust Company, including a form of the
     11 1/2% Senior Note due 2006 (incorporated by reference to Exhibit 4.1 of
     the Company's Current Report on Form 8-K, dated March 2, 1999).

4.2  Note Registration Rights Agreement, dated as of March 2, 1999 by and among
     Waste Systems International, Inc. and its subsidiaries and First Albany
     Corporation (incorporated by reference to Exhibit 4.3 of the company's
     Current Report on Form 8-K, dated March 2, 1999)

5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
     being registered.

12.1 Statement re: Computation of Ratios (incorporated by reference to Exhibit
     12.1 to the Company's Registration Statement on Form S-4 File No.
     333-81341).

23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).

23.2 Consent of KPMG LLP, Independent Accountants.

24.1 Powers of Attorney (included on signature pages II-4 and II-5 hereto).

25.1 Statement of Eligibility of Trustee (incorporated by reference to Exhibit
     25.1 to the Company's Registration Statement on Form S-4 File No.
     333-81341).


Item 17.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3)of the
                    Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and

                 (iii)  To  include  any  material   information  with respect
                  to the plan of distribution  not previously  disclosed in the
                  registration  statement or any material change to such
                  information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.





                                   SIGNATURES

         Pursuant to the requirements of Securities Act, the registrant has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized in the Town of Lexington, Commonwealth of
Massachusetts, on this 5th day of August, 1999.


                                          WASTE SYSTEMS INTERNATIONAL, INC.

                                      By: /s/ Robert Rivkin
                                          Robert Rivkin
                                          Executive Vice President_Acquisitions,
                                          Chief Financial Officer, Secretary,
                                          Treasurer and Director (Principal
                                          Financial and Accounting Officer)


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Waste Systems International,  Inc. hereby constitute Robert Rivkin,
our true and  lawful  attorney  with full power to him to sign for us and in our
names in the  capacities  indicated  below,  the  registration  statement  filed
herewith  and  any and  all  amendments  to  said  registration  statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors to enable Waste  Systems  International,  Inc. to comply with the
provisions of the Securities Act of 1933 and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said attorney,  to said registration  statement and any and
all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Date: August 5, 1999                     By: /s/ Philip Strauss
                                             ------------------------
                                             Philip Strauss
                                             Chairman, Chief Executive Officer
                                             and President
                                            (Principal Executive Officer)

Date: August 5, 1999                     By: /s/ Robert Rivkin
                                             ------------------------
                                             Robert Rivkin
                                             Executive Vice President_
                                             Acquisitions,  Chief Financial
                                             Officer, Secretary, Treasurer and
                                             Director (Principal Financial and
                                             Accounting Officer)

Date: August 5, 1999                     By: /s/ Jay J. Matulich
                                             ------------------------
                                             Jay J. Matulich_Director

Date: August 5, 1999                     By: /s/ David J. Breassano
                                             ------------------------
                                             David J. Breazzano_Director

Date: August 5, 1999                     By: /s/ Charles Johnston
                                             ------------------------
                                             Charles Johnston_Director

Date: August 5, 1999                     By: /s/ Judy K. Mencher
                                             -------------------------
                                            Judy K. Mencher_Director

Date: August 5, 1999                     By: /s/ William B. Philipbar
                                             -------------------------
                                             William B. Philipbar_Director





                            CO-REGISTRANT SIGNATURES

         Pursuant  to  the   requirements   of  Securities   Act,  each  of  the
co-registrants  listed on Footnote (A) hereto  certifies  that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-4 and
it has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of Lexington, Commonwealth of
Massachusetts, on this 5th day of August, 1999.

                                On behalf of each of the Co-Registrants
                                listed on Footnote (A) hereto.

                                WASTE SYSTEMS INTERNATIONAL, INC.

                                By: /s/ Robert Rivkin
                                    Robert Rivkin
                                    Executive Vice President_Acquisitions,
                                    Chief Financial Officer, Secretary,
                                    Treasurer and Director (Principal
                                    Financial and Accounting Officer)


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Waste Systems International,  Inc. hereby constitute Robert Rivkin,
our true and  lawful  attorney  with full power to him to sign for us and in our
names in the  capacities  indicated  below,  the  registration  statement  filed
herewith  and  any and  all  amendments  to  said  registration  statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors to enable Waste  Systems  International,  Inc. to comply with the
provisions of the Securities Act of 1933 and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said attorney,  to said registration  statement and any and
all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Date: August 5, 1999                 By: /s/ Philip Strauss
                                        -------------------
                                        Philip Strauss
                                        Chairman, Chief Executive Officer and
                                        President (Principal Executive Officer)

Date: August 5, 1999                 By: /s/ Robert Rivkin
                                         -------------------
                                         Robert Rivkin
                                         Executive Vice President_Acquisitions,
                                         Chief Financial Officer, Secretary,
                                         Treasurer and Director (Principal
                                         Financial and Accounting Officer)

Date: August 5, 1999                 By: /s/ Jay J. Matulich
                                         -------------------
                                         Jay J. Matulich_Director

Date: August 5, 1999                 By: /s/ David J. Breassano
                                         ----------------------
                                         David J. Breazzano_Director

Date: August 5, 1999                 By: /s/ Charles Johnston
                                         -----------------------
                                         Charles Johnston_Director

Date: August 5, 1999                 By: /s/ Judy K. Mencher
                                         ------------------------
                                         Judy K. Mencher_Director

Date: August 5, 1999                 By: /s/ William B. Philipbar
                                         ------------------------
                                         William B. Philipbar_Director




                                                          3


                                                      Exhibit 5.1





                                                   August 4, 1999

Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02420

         Re:      Legality of $22,500,000 Aggregate Principal Amount of
                  11 1/2%  Senior  Notes due 2006 to be  Registered  Pursuant to
                  Registration Statement on Form S-3.

Ladies and Gentlemen:

         This opinion is  delivered in our capacity as counsel to Waste  Systems
International,  Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  of a registration
statement on Form S-3 (the  "Registration  Statement")  relating to  $22,500,000
aggregate principal amount of 11 1/2% Senior Notes due 2006 (the "Senior Notes")
authorized  for  issuance  under  the  Company's  Second  Amended  and  Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation").

         As counsel for the Company,  we have examined the Indenture dated as of
March 2, 1999,  between the Company,  its  subsidiaries and IBJ Whitehall Bank &
Trust Company, as trustee, (the "Indenture"), the Registration Statement and the
prospectus contained therein, the Certificate of Incorporation and the Bylaws of
the  Company,  each as  presently  in  effect,  and such  records  of  corporate
proceedings  of the  Company  as we have  deemed to be  material  and such other
certificates, receipts, records, and other documents as we have deemed necessary
or appropriate for the purposes of this opinion.

         The opinions  expressed  below are qualified to the extent that (a) the
validity  or  enforceability  of any  provision  of the  Senior  Notes  and  the
Indenture or any rights granted  thereunder may be subject to or affected by any
bankruptcy,  insolvency,  reorganization,  fraudulent conveyance,  moratorium or
similar law relating to or affecting the rights of creditors generally,  (b) the
remedy of specific  performance or any other equitable remedy may be unavailable
in any jurisdiction or may be withheld as a matter of judicial  discretion,  and
(c) general  principles of equity,  including  without  limitation,  concepts of
materiality,  reasonableness,  good faith and fair  dealing,  may applied in the
exercise of judicial discretion in construing or enforcing the provisions of any
instrument  or  document  (regardless  of  whether  enforcement  is  sought in a
proceeding  in  equity  or at  law);  in  addition,  we  have  assumed  (i)  the
genuineness  of  all  signatures  on  documents  we  have  examined,   (ii)  the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents  submitted to us as copies,  (iv) the
conformity of final  documents to all documents  submitted to us as drafts,  (v)
the authority and capacity of the  individual  or  individuals  who executed any
such documents on behalf of any person,  (vi) the accuracy and  completeness  of
all  records  made  available  to us,  and (vii)  the  factual  accuracy  of all
representations,  warranties and other  statements made by all parties.  We also
have assumed,  and rely upon such assumption,  without  investigation,  that all
documents,  certificates,  warranties  and  covenants on which we have relied in
rendering  the opinion set forth below and that were given or dated earlier than
the date of this letter continue to remain accurate,  insofar as relevant to the
opinions set forth  herein,  from such earlier  date,  through and including the
date of this letter.

         We express no opinion  concerning the laws of any  jurisdictions  other
than the laws of the United States of America, The Commonwealth of Massachusetts
and the Delaware General Corporation Law.

         Based upon the  foregoing,  we are of the opinion that the Senior Notes
have been duly authorized,  executed and delivered by the Company and constitute
valid and  binding  obligations  of the  Company,  and the  holders  thereof are
entitled to the benefits of the Indenture,  subject to the qualifications stated
above.

         The foregoing  assumes that all requisite steps will be taken to comply
with  applicable  requirements  of state laws  regulating  the offer and sale of
securities.

         We consent to being named as counsel to the Company in the Registration
Statement,  to the references in the  Registration  Statement to our firm and to
the inclusion of this opinion as an exhibit to the Registration Statement.

                                Very truly yours,

                            /s/ Goodwin, Procter & Hoar  LLP

                                GOODWIN, PROCTER & HOAR  LLP










                                                                  Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the use of our report  incorporated  herein by  reference
and to the reference to our firm under the heading "Experts" in the Prospectus.


                                                  /s/ KPMG LLP

                                                      KPMG LLP
Boston, Massachusetts
August 4, 1999