8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):
                                 January 4, 2001

                        Waste Systems International, Inc.
             (Exact name of Registrant as specified in its charter)

          Delaware                       0-25998                  95-420366
(State or other jurisdiction         (Commission File         (I.R.S. Employer
      of incorporation)                   Number)            Identification No.)

                          420 Bedford Street, Suite 300
                               Lexington, MA 02420
              (Address of principal executive offices and zip code)

               Registrant's telephone number, including area code:
                                 (781) 862-3000



      ITEM 5. OTHER EVENTS.

      On January 4, 2001, Waste Systems International, Inc. (the "Company")
announced that it had defaulted on its senior bank debt, missed an interest
payment on its Subordinated Notes, expects to miss an interest payment on its
Senior Notes and faces possible delisting from Nasdaq. The Company also
announced that it has retained an investment bank to advise the Company on these
matters. The Company's press release announcing the above events is attached
hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

99.1  Press Release of the Company dated January 4, 2001


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                                   SIGNATURES

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

                                   WASTE SYSTEMS INTERNATIONAL, INC.


Date: January 5, 2001              By:
                                      ---------------------------------------
                                      James L. Elitzak
                                      Vice President and Chief Financial Officer


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                                  EXHIBIT INDEX

Exhibit        No. Description
- -------        ---------------

99.1           Press Release of the Company dated January 4, 2001


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EX-99.1

Exhibit 99.1

                        Waste Systems International, Inc.
    Lexington Office Park, 420 Bedford Street, Suite 300, Lexington, MA 02420
                       Tel: 781-862-3000; Fax 781-862-2929

FOR IMMEDIATE RELEASE:

Contacts:     Waste Systems International, Inc.
              John Boyer, President and Chief Executive Officer
              Jim Elitzak, Vice President and Chief Financial Officer
              Tel: 781-862-3000
- --------------------------------------------------------------------------------

      WASTE SYSTEMS INTERNATIONAL, INC. RETAINS INVESTMENT BANK, ANNOUNCES
       DEFAULT ON SENIOR DEBT, MISSED INTEREST PAYMENT AND POSSIBLE NASDAQ
                                    DELISTING

Lexington, Massachusetts, January 4, 2001 - Waste Systems International, Inc.
("WSI" "the Company") (NASDAQ: WSII), an integrated non-hazardous solid waste
management company, announced today that it is in default under its senior bank
debt, has missed an interest payment on its Subordinated Notes and expects not
to make the upcoming interest payment on its Senior Notes. In light of the
foregoing, WSI is actively considering all of its strategic alternatives,
including sales of certain or all of the Company's assets, and a potential
restructuring or recapitalization. The Company also announced today that it has
retained an investment bank to advise the Company in relation to the foregoing.

WSI did not, as of December 31, 2000, post the cash collateral required under
its senior secured credit facility with the Banknorth Group to secure the $11.5
million outstanding balance, and, as a result, is currently in default under the
facility. The Company is currently in discussions with the Bank.

WSI did not make the scheduled January 2, 2001 semi-annual interest payment of
$154,000 on its 7% Convertible Subordinated Notes due 2005, $4.4 million of
which are outstanding, and is currently in a 30 day cure period. In addition,
WSI currently expects not to make the January 16, 2001 semi-annual interest
payment of approximately $4.8 million on its 11 1/2% Senior Notes due 2006,
$84.6 million of which are outstanding, and will then be in a 30 day cure
period. The Company intends to hold discussions with the holders of these Notes.

WSI has retained the investment bank of Gordian Group, L.P. to advise the
Company on the foregoing matters.



In addition, WSI has received a letter from Nasdaq indicating that for more than
30 consecutive trading days the Company's common stock did not maintain a
minimum bid price of $1.00, as required by Nasdaq rules. If the Company's common
stock is not trading in compliance with the rule by March 19, 2001, Nasdaq will
move to delist the Company's common stock.

John Boyer, WSI President and Chief Executive Officer, commented, "This is
clearly a challenging time for us in respect of near-term liquidity. Management
and the Board are very focused on seeking to resolve these financial issues,
although there can be no assurance that we will be successful in doing so. We
are considering all of our options in this respect. I appreciate very much the
continued support of our employees, customers and creditors through these
challenging times."

WSI is a fully integrated non-hazardous solid waste management company. The
Company currently has operations in Vermont, Central Pennsylvania, Eastern New
England, Upstate New York, and Washington D.C. which serve commercial,
industrial, and residential customers.

Certain matters discussed in this press release are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
inherently uncertain and subject to risks. Such statements should be viewed with
caution. Among the important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are the
Company's ability to manage growth, a history of losses, dependence on
management, the uncertain ability to finance the Company's growth, limitations
on landfill permitting and expansion, geographic concentration, and the other
risk factors detailed from time to time in the Company's periodic reports and
registration statements filed with the Securities and Exchange Commission. The
Company makes no commitment to disclose any revisions to forward-looking
statements, or any facts, events or circumstances after the date hereof that may
bear upon forward-looking statements.