UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2008

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-23211

CASELLA WASTE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		03-0338873
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25 Greens Hill Lane, Rutland, Vermont		05701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer o		Accelerated filer x
Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 29, 2008:

	Class A Common Stock		24,549,662
	Class B Common Stock		988,200

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

	April 30,		July 31,
	2008		2008
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2,814	$	2,785
Restricted cash	95		95
Accounts receivable - trade, net of allowance for doubtful accounts of $1,752 and $1,780	62,233		70,848
Notes receivable - officer/employees	132		134
Refundable income taxes	2,020		1,346
Prepaid expenses	6,930		7,062
Inventory	3,876		4,105
Deferred income taxes	15,433		18,452
Other current assets	1,692		5,135
Current assets of discontinued operations	260		—

Total current assets	95,485		109,962

Property, plant and equipment, net of accumulated depreciation and amortization of $484,620 and $503,513	488,028		494,255
Goodwill	179,716		179,734
Intangible assets, net	2,608		2,509
Restricted assets	13,563		13,608
Notes receivable - officer/employees	1,101		1,109
Investments in unconsolidated entities	44,617		43,868
Other non-current assets	10,487		10,344
Non-current assets of discontinued operations	482		—
	740,602		745,427

	$	836,087	$	855,389

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Unaudited)

(in thousands, except for share and per share data)

	April 30,			July 31,
	2008			2008
LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt	$	2,758		$	1,777
Accounts payable	51,731			54,858
Accrued payroll and related expenses	11,251			6,795
Accrued interest	8,668			12,633
Current accrued capping, closure and post-closure costs	9,265			6,387
Other accrued liabilities	28,202			30,631
Current liabilities of discontinued operations	949			—

Total current liabilities	112,824			113,081

Long-term debt, less current maturities	559,227			561,787
Financing lease obligations	—			3,963
Accrued capping, closure and post-closure costs, less current portion	32,864			35,088
Deferred income taxes	313			5,767
Other long-term liabilities	6,007			6,804
Non-current liabilities of discontinued operations	170			—

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Class A common stock -	245			245
Authorized - 100,000,000 shares, $0.01 par value; issued and outstanding - 24,466,000 and 24,516,000 shares as of April 30, 2008 and July 31, 2008, respectively
Class B common stock -
Authorized - 1,000,000 shares, $0.01 par value, 10 votes per share, issued and outstanding - 988,000 shares	10			10
Accumulated other comprehensive loss	(2,568		)	(1,409		)
Additional paid-in capital	276,189			277,071
Accumulated deficit	(149,194		)	(147,018		)
Total stockholders’ equity	124,682			128,899

	$	836,087		$	855,389

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands)

	Three Months Ended July 31,
	2007			2008

Revenues	$	148,526		$	157,904

Operating expenses:
Cost of operations	96,903			104,442
General and administration	17,869			18,440
Depreciation and amortization	19,908			19,470
	134,680			142,352
Operating income	13,846			15,552
Other expense/(income), net:
Interest income	(428		)	(182		)
Interest expense	11,043			10,155
Loss from equity method investments	2,151			1,129
Other income	(2,397		)	(88		)
Other expense, net	10,369			11,014

Income from continuing operations before income taxes and discontinued operations	3,477			4,538
Provision for income taxes	1,130			2,317

Income from continuing operations before discontinued operations	2,347			2,221

Discontinued Operations:
Loss from discontinued operations (net of income tax benefit of $350 and $8)	(604		)	(11		)
Loss on disposal of discontinued operations (net of income tax provision of $262)	—			(34		)

Net income available to common stockholders	$	1,743		$	2,176

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS ( Continued)

(Unaudited)

(in thousands, except for per share data)

	Three Months Ended July 31,
	2007			2008
Earnings Per Share:
Basic:
Income from continuing operations before discontinued operations applicable to common stockholders	$	0.09		$	0.09
Loss from discontinued operations, net	(0.02		)	—
Loss on disposal of discontinued operations, net	—			—

Net income per common share available to common stockholders	$	0.07		$	0.09

Basic weighted average common shares outstanding	25,327			25,473

Diluted:
Income from continuing operations before discontinued operations applicable to common stockholders	$	0.09		$	0.08
Loss from discontinued operations, net	(0.02		)	—
Loss on disposal of discontinued operations, net	—			—

Net income per common share available to common stockholders	$	0.07		$	0.08

Diluted weighted average common shares outstanding	25,442			25,683

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Three Months Ended July 31,
	2007			2008
Cash Flows from Operating Activities:
Net income	$	1,743		$	2,176
Loss from discontinued operations, net	604			11
Loss on disposal of discontinued operations, net	—			34
Adjustments to reconcile net income to net cash provided by operating activities -
Gain on sale of equipment	(241		)	(284		)
Depreciation and amortization	19,908			19,470
Depletion of landfill operating lease obligations	1,857			1,723
Income from assets under contractual obligation	(738		)	(89		)
Preferred stock dividend (included in interest expense)	925			—
Amortization of premium on senior notes	(151		)	(164		)
Maine Energy settlement	(2,142		)	—
Loss from equity method investments	2,151			1,129
Stock-based compensation	216			389
Excess tax benefit on the exercise of stock options	—			(31		)
Deferred income taxes	856			2,435
Changes in assets and liabilities, net of effects of acquisitions and divestitures -
Accounts receivable	(2,633		)	(8,604		)
Accounts payable	(3,642		)	3,118
Other assets and liabilities	1,519			(1,526		)
	17,885			17,566
Net Cash Provided by Operating Activities	20,232			19,787

Cash Flows from Investing Activities:
Acquisitions, net of cash acquired	(10		)	(70		)
Additions to property, plant and equipment - growth	(6,630		)	(4,723		)
- maintenance	(15,718		)	(17,705		)
Payments on landfill operating lease contracts	(474		)	(452		)
Proceeds from divestitures	—			670
Proceeds from sale of equipment	806			548
Investment in unconsolidated entities	(65		)	—
Proceeds from assets under contractual obligation	793			89
Net Cash Used In Investing Activities	(21,298		)	(21,643		)

Cash Flows from Financing Activities:
Proceeds from long-term borrowings	112,075			22,700
Principal payments on long-term debt	(118,321		)	(21,447		)
Proceeds from exercise of stock options	165			496
Excess tax benefit on the exercise of stock options	—			31
Net Cash Provided by (Used in) Financing Activities	(6,081		)	1,780

Discontinued Operations:
Provided by (Used in) Operating Activities	(825		)	47
Used in Investing Activities	(13		)	—
Cash Provided by (Used in) Discontinued Operations	(838		)	47

Net decrease in cash and cash equivalents	(7,985		)	(29		)
Cash and cash equivalents, beginning of period	12,363			2,814

Cash and cash equivalents, end of period	$	4,378		$	2,785

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(in thousands)

	Three Months Ended July 31,
	2007			2008

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Interest	$	4,683		$	5,845
Income taxes, net of refunds	$	311		$	245

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Summary of entities acquired in purchase business combinations -
Fair value of assets acquired	$	10		$	70
Cash paid, net	(10		)	(70		)

Notes payable, liabilities assumed and holdbacks to sellers	$	—		$	—

Property, plant and equipment acquired through financing arrangement	$	—		$	4,453

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except for per share data)

1. ORGANIZATION

The consolidated balance sheet of Casella Waste Systems, Inc. (the “Parent”) and Subsidiaries (collectively, the “Company”) as of July 31, 2008, the consolidated statements of operations for the three months ended July 31, 2007 and 2008 and the consolidated statements of cash flows for the three months ended July 31, 2007 and 2008 are unaudited. In the opinion of management, such financial statements together with the consolidated balance sheet as of April 30, 2008 include all adjustments (which include normal recurring and nonrecurring adjustments) necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The consolidated financial statements presented herein should be read in conjunction with the Company’s audited consolidated financial statements as of and for the twelve months ended April 30, 2008 included as part of the Company’s Annual Report on Form 10-K for the year ended April 30, 2008 (the “Annual Report”). The results for the three month period ended July 31, 2008 may not be indicative of the results that may be expected for the fiscal year ending April 30, 2009.

2. RECLASSIFICATIONS

The Company has made reclassifications in the Company’s Consolidated Statements of Operations to conform information for the three months ended July 31, 2007 to the Company’s current period presentation. The supplementary financial information included in this section has also been updated to reflect these changes. During the second quarter of fiscal year 2008, the Company began recording income from assets under contractual obligations as a component of cost of operations where previously this income had been recorded as other income. This resulted in income reclassified amounting to $738 for the three months ended July 31, 2007.

3. BUSINESS COMBINATIONS

During the three months ended July 31, 2008, the Company acquired one solid waste hauling operation. This transaction was in exchange for total consideration of $70 in cash. During the three months ended July 31, 2007, the Company acquired one solid waste hauling operation. This transaction was in exchange for total consideration of $10 in cash. The operating results of these businesses are included in the consolidated statements of operations from the dates of acquisition. The purchase prices have been allocated to the net assets acquired based on their fair values at the dates of acquisition, including the value of non-compete agreements and client lists, with the residual amounts allocated to goodwill. The pro forma effect, as if each of the acquisitions had been made on May 1, 2007, do not vary materially from actual reported results for the periods ended July 31, 2007 and 2008.

4. GOODWILL AND INTANGIBLE ASSETS

The following table shows the activity and balances related to goodwill from April 30, 2008 through July 31, 2008:

	North Eastern Region		South Eastern Region		Central Region		Western Region		FCR Recycling		Total
Balance, April 30, 2008	$	23,655	$	31,645	$	31,960	$	54,804	$	37,652	$	179,716

Acquisitions	—		18		—		—		—		18

Balance, July 31, 2008	$	23,655	$	31,663	$	31,960	$	54,804	$	37,652	$	179,734

Intangible assets at April 30, 2008 and July 31, 2008 consist of the following:

	Covenants not to compete			Client Lists			Licensing Agreements			Contract Acquisition Costs			Total
Balance, April 30, 2008
Intangible assets	$	15,125		$	1,597		$	920		$	58		$	17,700
Less accumulated amortization	(14,189		)	(726		)	(167		)	(10		)	(15,092		)
	$	936		$	871		$	753		$	48		$	2,608

Balance, July 31, 2008
Intangible assets	$	15,125		$	1,597		$	920		$	93		$	17,735
Less accumulated amortization	(14,279		)	(749		)	(184		)	(14		)	(15,226		)
	$	846		$	848		$	736		$	79		$	2,509

Intangible amortization expense for the three months ended July 31, 2007 and 2008 was $150 and $146, respectively. The intangible amortization expense estimated as of July 31, 2008 for the five fiscal years following fiscal year 2008 is as follows:

2009		2010		2011		2012		2013		Thereafter
$	562	$	327	$	249	$	192	$	171	$	1,008

5. NEW ACCOUNTING STANDARDS

In February 2007, the FASB issued SFAS No.159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 155 (‘SFAS No. 159”). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. A company shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected are recognized in earnings as incurred and not deferred. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted this statement on May 1, 2008, but it did not have any impact on the Company’s financial position or results of operations as the Company did not make any fair value elections under this standard.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (revised - 2007) (“SFAS No. 141(R)”). SFAS No. 141(R) is a revision to previously existing guidance on accounting for business combinations. The statement retains the fundamental concept of the purchase method of accounting, and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests. SFAS No. 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adoption of this statement on the Company’s Consolidated Financial Statements is dependent on the nature and volume of future acquisitions, and, therefore, cannot be determined at this time.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , and requires entities to provide enhanced qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair values and amounts of gains and losses on derivative contracts, and disclosures about credit-risk-related contingent features in derivative agreements. This statement applies to all entities and all derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As SFAS No. 161 relates specifically to disclosures, the adoption will have no impact on the Company’s financial position, results of operations or cash flows.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS No. 142-3”). FSP FAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). FSP FAS No. 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other U.S. generally accepted accounting principles. FSP FAS No. 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP FAS No. 142-3 to have a material impact on its financial position or results of operations.

6. LEGAL PROCEEDINGS

On September 12, 2001, the Company’s subsidiary, North Country Environmental Services, Inc. (“NCES”), petitioned the New Hampshire Superior Court (“Superior Court”) for a declaratory judgment concerning the extent to which the Town of Bethlehem, New Hampshire (“Town”) could lawfully prohibit NCES’s expansion of its landfill in Bethlehem. The Town filed counterclaims seeking contrary declarations and other relief. The parties appealed the Superior Court’s decision to the New Hampshire Supreme Court (“Supreme Court”). On March 1, 2004, the Supreme Court ruled that NCES had all necessary local approvals to landfill within a 51-acre portion of its 105-acre parcel and the Town could not prevent expansion in that area. A significant portion of NCES’s Stage IV expansion as originally designed and approved by the New Hampshire Department of Environmental Services (“NHDES”), however, was to lie outside the 51 acres. With respect to expansion outside the 51 acres, the Supreme Court remanded four issues to the Superior Court for further proceedings. On April 25, 2005, the Superior Court rendered summary judgment in NCES’s favor on two of the four issues, leaving the other two issues for trial. The two issues that were decided on summary judgment remain subject to appeal by the Town. In March of 2005, the Town adopted a new zoning ordinance that prohibited landfilling outside of a new “District V,” which corresponded to the 51 acres. The Town then amended its pleadings to seek a declaration that the new ordinance was valid. The parties each filed motions for partial summary judgment. Following the court’s decisions on those motions, the validity of the new ordinance remained subject to trial based on two defenses raised by NCES. On March 30, 2007, NCES applied to the NHDES for a permit modification under which all Stage IV capacity (denominated “Stage IV, Phase II”) would be relocated within the 51 acres. That application was superseded by a new application, filed on November 30, 2007, that would bring all berms along the perimeter of the landfill’s footprint within the 51 acres as well. NCES sought a stay of the litigation on the ground that, if NHDES were to grant the permit modification, there would be no need for NCES to expand beyond the 51 acres for eight or more years, and the case could be dismissed as moot or unripe. The Superior Court granted the stay pending a decision by NHDES. The permit modification application currently remains pending before NHDES.

The NHDES conducted a public hearing in July, and has scheduled a final public hearing in September, 2008. The NHDES decision to grant the permit modification is expected to be made during the fourth quarter of calendar year 2008.

The Company, on behalf of itself, its subsidiary FCR, LLC, and as a Majority Managing Member of Green Mountain Glass, LLC (“GMG”), initiated a declaratory judgment action in Rutland Superior Court against GR Technologies, Inc. (“GRT”), Anthony C. Lane and Robert Cameron Billmyer (“the Defendants”) on June 8 2007, to resolve issues raised by GRT as the minority member of GMG. The issues addressed in the action included exercise of management discretion, right to intellectual property, and other related disputes. The Defendants counterclaimed in May 2008 seeking unspecified damages on a variety of bases including, among others, breach of contract, breach of fiduciary duty, fraud, tortious interference with business relations, induced infringement and other matters. Additionally, the Defendants filed a Derivative Action in Rutland Superior Court as a Managing Member of GMG on July 2, 2008 against several employees of the Company and its subsidiary FCR, LLC. The Company is vigorously contesting these allegations on its behalf and on behalf of its employees, and believes that the claims have no merit.

On June 9, 2008, the Southbridge Board of Health (“Southbridge BOH”) issued a Decision and Statement of Findings pursuant to M.G.L. ch.111, §§150A and 150 A1/2 and 310 CMR 16.00 (“2008 Site Assignment”) granting the Company’s subsidiary, Southbridge Recycling and Disposal Park, Inc. (“SRD”), a minor modification to SRD’s existing site assignment for the Southbridge Sanitary Landfill (the “Landfill”). The 2008 Site Assignment allows SRD, subject to several conditions, to reallocate tonnage capacity accepted at a Construction and Demolition Processing Facility located at the Landfill to solid waste to be accepted at the Landfill up to a maximum of 405,600 tons per year, including the right to import municipal solid waste to the Landfill without regard for geographic origin. On or about July 14, 2008, the Sturbridge Board of Health (“Sturbridge BOH”), an abutting municipality to Southbridge, together with 10-citizens groups, filed a complaint in Worcester Superior Court contesting the 2008 Site Assignment (the “Appeal”). The Appeal names as defendants the Southbridge BOH and its individual members at the time of the 2008 Site Assignment, and SRD. On August 21, 2008, SRD reached a settlement with the Sturbridge BOH, pursuant to which SRD agreed to fund an escrow account to be controlled by the Sturbridge BOH, in the amount of $50,000. The escrow account will serve as a source for funds to cover the costs of SRD installing a “sentinel” downgradient well to the Landfill for tests to be conducted by and results provided to the Sturbridge BOH pursuant to an environmental plan that is a condition of the 2008 Site Assignment, and for related monitoring costs to be incurred by the Sturbridge BOH in connection therewith. The Sturbridge BOH Appeal was formally withdrawn as to all parties on August 22, 2008, and only the 10-citizens groups remain as participants in the Appeal. While it is too early to assess the outcome of the Appeal, SRD is, and will continue to aggressively defend the Appeal.

The Company offers no prediction of the outcome of any of the proceedings or negotiations described above. The Company is vigorously defending each of these lawsuits and claims. However, there can be no guarantee the Company will prevail or that any judgments against the Company, if sustained on appeal, will not have a material adverse effect on the Company’s business, financial condition or results of operations or cash flows.

The Company is a defendant in certain other lawsuits alleging various claims incurred in the ordinary course of business, none of which, either individually or in the aggregate, the Company believes are material to its financial condition, results of operations or cash flows.

7. ENVIRONMENTAL LIABILITIES

The Company is subject to liability for environmental damage, including personal injury and property damage, that its solid waste, recycling and power generation facilities may cause to neighboring property

owners, particularly as a result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions existing before the Company acquired the facilities. The Company may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if the Company or its predecessors arrange or arranged to transport, treat or dispose of those materials. Any substantial liability incurred by the Company arising from environmental damage could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company is not presently aware of any situations that it expects would have a material adverse impact on its business, financial condition, results of operations, or cash flows.

8. STOCK-BASED COMPENSATION

On July 28, 2008, the Company granted restricted stock units under the 2006 Stock Incentive Plan (the “2006 Plan”) in the form of performance shares to certain employees. Receipt of these shares is contingent upon the Company’s attainment of certain performance metrics on an average basis over a three fiscal year period. At the one hundred percent level of attainment the grantee pool would be entitled to a total of 205 shares of Class A Common Stock. These units were granted at a value of $12.14 per share and are unvested and unissued at July 31, 2008.

Stock options granted generally vest over a one to four year period from the date of grant and are granted at prices at least equal to the prevailing fair market value at the issue date. In general, options are issued with a life not to exceed ten years. Shares issued by the Company upon exercise of stock options are issued from the pool of authorized shares of Class A Common Stock.

A summary of stock option activity for the three months ended July 31, 2008 is as follows:

	Total Shares		Weighted Average Exercise Price
Outstanding, April 30, 2008	3,782		$	12.82
Granted	5		12.62
Exercised	(30	)	10.46
Forfeited	(244	)	22.13
Outstanding, July 31, 2008	3,513		12.20
Exercisable, July 31, 2008	3,049		$	12.18

The weighted average grant date fair value of options granted was $5.24 and $5.49 per option for the three months ended July 31, 2007 and 2008, respectively. There are 1,858 Class A Common Stock equivalents available for future grant under the 2006 plan.

The Company recorded $193 and $363 of stock based compensation expense related to stock options and restricted stock units during the three months ended July 31, 2007 and 2008, respectively. The Company also recorded $23 and $26 of stock based expense for the Company’s Employee Stock Purchase Plan during the three months ended July 31, 2007 and 2008, respectively.

The Company’s calculations of stock-based compensation expense for the three months ended July 31, 2007 and 2008 were made using the Black-Scholes valuation model. The fair value of the Company’s

stock option grants was estimated assuming no expected dividend yield and the following weighted average assumptions were used for the three months ended July 31, 2007 and 2008:

	Three Months Ended July 31,
	2007		2008
Stock Options:
Expected life	6 years		6 years
Risk-free interest rate	4.85	%	3.73	%
Expected volatility	37.83	%	36.80	%
Stock Purchase Plan:
Expected life	0.5 years		0.5 years
Risk-free interest rate	5.07	%	2.87	%
Expected volatility	35.10	%	36.80	%

Expected life is calculated based on the weighted average historical life of the vested stock options, giving consideration to vesting schedules and historical exercise patterns. Risk-free interest rate is based on the U.S. treasury yield curve for the period of the expected life of the stock option. For stock options granted during the three months ended July 31, 2007 and 2008, expected volatility is calculated using the average of weekly historical volatility of the Company’s Class A Common Stock over the last six years.

The Black-Scholes valuation model requires extensive use of accounting judgment and financial estimation, including estimates of the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s Class A Common Stock price over the expected term, and the number of options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the Consolidated Statements of Operations.

9. EARNINGS PER SHARE

The following table sets forth the numerator and denominator used in the computation of earnings per share:

	Three Months Ended July 31,
	2007			2008
Numerator:
Net income available to common stockholders	$	1,743		$	2,176

Denominator:
Number of shares outstanding, end of period:
Class A common stock	24,351			24,516
Class B common stock	988			988
Effect of weighted average shares outstanding during period	(12		)	(31		)
Weighted average number of common shares used in basic EPS	25,327			25,473
Impact of potentially dilutive securities:
Dilutive effect of options and restricted stock	115			210
Weighted average number of common shares used in diluted EPS	25,442			25,683

For the three months ended July 31, 2007, 8,551 common stock equivalents related to options, warrants and redeemable convertible preferred stock were excluded from the calculation of dilutive shares since

the inclusion of such shares would be anti-dilutive.

For the three months ended July 31, 2008, 2,716 common stock equivalents related to options, warrants and restricted stock units were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive.

10. COMPREHENSIVE INCOME

Comprehensive income is defined as the change in net assets of a business enterprise during a period from transactions generated from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss included in the accompanying balance sheets consists of changes in the fair value of the Company’s interest rate swap and commodity hedge agreements. Also included in accumulated other comprehensive loss is the change in fair value of certain securities classified as available for sale as well as the Company’s portion of the change in the fair value of commodity hedge agreements of the Company’s equity method investment, US GreenFiber, LLC (“GreenFiber”) .

Comprehensive income for the three months ended July 31, 2007 and 2008 is as follows:

	Three Months Ended July 31,
	2007			2008
Net income	$	1,743		$	2,176
Other comprehensive income (loss)	(184		)	1,159
Comprehensive income	$	1,559		$	3,335

The components of other comprehensive income (loss) for the three months ended July 31, 2007 and 2008 are shown as follows:

	Three Months Ended July 31,
	2007									2008
				Tax									Tax
	Gross			effect			Net of Tax			Gross			effect			Net of Tax
Changes in fair value of marketable securities during the period	$	(30	)	$	(10	)	$	(20	)	$	(97	)	$	(34	)	$	(63	)
Change in fair value of interest rate derivatives and commodity hedges during period	(702		)	(274		)	(428		)	592			237			355
Reclassification to earnings for interest rate derivatives and commodity hedge contracts	431			167			264			1,467			600			867
	$	(301	)	$	(117	)	$	(184	)	$	1,962		$	803		$	1,159

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective May 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) as it relates to financial assets and liabilities that are being measured and reported at fair value on a recurring basis.

SFAS No. 157 provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments as well as certain investments included in restricted assets. The Company’s restricted assets measured at fair value include investments in fixed-maturity securities which serve as collateral for the Company’s self-insurance claims liability, self insurance reserves and landfill post closure obligations.

The Company’s derivative instruments include interest rate swaps and collars along with commodity hedges. The Company uses interest rate derivatives to hedge the risk of adverse movements in interest rates. The fair value of these cash flow hedges are based primarily on the LIBOR index. The Company uses commodity hedges to hedge the risk of adverse movements in commodity pricing. The fair value of these hedges is based on futures pricing in the underlying commodities.

The Company uses valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of the Company’s financial assets and liabilities, the Company relies on market data or assumptions that the Company believes market participants would use in pricing an asset or liability. As of July 31, 2008, our assets and liabilities that are measured at fair value on a recurring basis include the following:

	Fair Value Measurement at July 31, 2008 Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted assets - available for sale securities	$	13,608	$	—	$	—
Total	$	13,608	$	—	$	—

Liabilities
Interest rate derivatives	$	—	$	1,886	$	—
Commodity derivatives	—		2,873		—
Total	$	—	$	4,759	$	—

12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company’s strategy to hedge against fluctuations in the commodity prices of recycled paper is to enter into hedges to mitigate the variability in cash flows generated from the sales of recycled paper at floating prices, resulting in a fixed price being received from these sales. The Company was party to thirty commodity hedge contracts as of July 31, 2008. These contracts expire between August 2008 and December 2011. The Company has evaluated these hedges and believes that these instruments qualify for hedge accounting pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, (“SFAS No. 133”) as amended. As of July 31, 2008 the fair value of these hedges was an obligation of $1,818, with the net amount (net of taxes of $732) recorded as an unrealized loss in accumulated other comprehensive loss.

The Company is party to three separate interest rate swap agreements with four banks for a notional amount of $105,000. One agreement for a notional amount of $30,000 effectively fixes the interest rate index at 4.74% from November 4, 2007 through May 7, 2009. Two agreements, for a notional amount of $75,000, effectively fix the interest index rate on the entire notional amount at 4.68% from May 6, 2008 through May 6, 2009. These agreements are specifically designated to interest payments under the

Company’s term B loan and are accounted for as effective cash flow hedges pursuant to SFAS No. 133. As of July 31, 2008, the fair value of the Company’s interest rate swaps was an obligation of $1,433, with the net amount (net of taxes of $578) recorded as an unrealized loss in accumulated other comprehensive loss.

The Company is party to two separate interest rate zero-cost collars with two banks for a notional amount of $60,000. The collars have an interest index rate cap of 6.00% and an interest index rate floor of approximately 4.48% and are effective from November 6, 2006 through May 5, 2009. These agreements are specifically designated to interest payments under the revolving credit facility and are accounted for as effective cash flow hedges pursuant to SFAS No. 133. As of July 31, 2008, the fair value of these collars was an obligation of $453, with the net amount (net of taxes of $181) recorded as an unrealized loss in accumulated other comprehensive loss.

13. DISCONTINUED OPERATIONS

During the second quarter of fiscal year 2008, the Company completed the sale of the Company’s Buffalo, N.Y. transfer station, hauling operation and related equipment in the Western region for proceeds of $4,873 including a note receivable for $2,500 and net cash proceeds of $2,373.

During the fourth quarter of fiscal year 2008, the Company terminated its operation of MTS Environmental, a soils processing operation in the North Eastern region.

The Company completed the divestiture its FCR Greenville operation in the quarter ended July 31, 2008 for cash proceeds of $670. For the three months ended July 31, 2008, the company recorded a loss on disposal of discontinued operations (net of tax) of $34.

The operating results of these operations for the three months ended July 31, 2007 and 2008 have been reclassified from continuing to discontinued operations in the accompanying consolidated financial statements.

Revenues and income (loss) before income taxes attributable to discontinued operations for the three months ended July 31, 2007 and 2008 were as follows:

	Three Months Ended July 31,
	2007			2008
Revenues	$	3,906		$	282
Income (loss) before income taxes	$	(954	)	$	206

The Company has recorded contingent liabilities associated with these divestitures amounting to approximately $1,563 at July 31, 2008.

In accordance with EITF Issue No. 87-24, Allocation of Interest to Discontinued Operations , the Company allocates interest to discontinued operations. The Company has also eliminated certain immaterial intercompany activity associated with discontinued operations.

14. SEGMENT REPORTING

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), establishes standards for reporting information about operating segments in financial statements. In general, SFAS No. 131 requires that business entities report selected information about operating segments in a manner consistent with that used for internal management reporting.

The Company classifies its operations into North Eastern, South Eastern, Central, Western, FCR Recycling and Other. The Company’s revenues in the North Eastern, South Eastern, Central and Western segments are derived mainly from one industry segment, which includes the collection, transfer, recycling and disposal of non-hazardous solid waste. The North Eastern region also includes Maine Energy, which generates electricity from non-hazardous solid waste. The Company’s revenues in the FCR Recycling segment are derived from integrated waste handling services, including processing and recycling of paper, metals, aluminum, plastics and glass. Ancillary operations, major customer accounts, discontinued operations and earnings from equity method investees are included in Other.

	North Eastern		South Eastern			Central		Western		FCR
	Region		Region			Region		Region		Recycling
Three Months Ended July 31, 2007

Outside revenues	$	31,016	$	17,145		$	34,913	$	28,353	$	29,272
Depreciation and amortization	5,991		2,144			5,188		4,364		1,706
Operating income	601		(1,150		)	5,573		4,322		4,161
Total assets	$	175,510	$	129,411		$	153,010	$	170,176	$	95,739

	Other		Total
Three Months Ended July 31, 2007

Outside revenues	$	7,827	$	148,526
Depreciation and amortization	515		19,908
Operating income	339		13,846
Total assets	$	107,793	$	831,639

	North Eastern		South Eastern			Central		Western		FCR
	Region		Region			Region		Region		Recycling
Three Months Ended July 31, 2008

Outside revenues	$	32,335	$	17,371		$	34,280	$	29,887	$	35,219
Depreciation and amortization	6,179		2,637			4,537		4,081		1,613
Operating income	521		(149		)	4,815		5,811		5,036
Total assets	$	175,928	$	125,957		$	154,078	$	164,323	$	119,446

	Other			Total
Three Months Ended July 31, 2008

Outside revenues	$	8,812		$	157,904
Depreciation and amortization	423			19,470
Operating income	(482		)	15,552
Total assets	$	115,657		$	855,389

Amounts of the Company’s total revenue attributable to services provided are as follows:

	Three Months Ended
	July 31,
	2007		2008
Collection	$	69,155	$	71,327
Landfill / disposal facilities	29,202		29,044
Transfer	7,346		9,203
Recycling	42,823		48,330
Total revenues	$	148,526	$	157,904

15. INVESTMENTS IN UNCONSOLIDATED ENTITIES

The Company entered into an agreement in July 2000 with Louisiana-Pacific Corporation to combine their respective cellulose insulation businesses into a single operating entity, GreenFiber, under a joint venture agreement effective August 1, 2000. The Company’s investment in GreenFiber amounted to $29,571 and $28,822 at April 30, 2008 and July 31, 2008, respectively. The Company accounts for its 50% ownership in GreenFiber under the equity method of accounting.

Summarized financial information for GreenFiber is as follows:

	April 30, 2008		July 31, 2008
Current assets	$	23,095	$	21,859
Noncurrent assets	69,681		69,676
Current liabilities	16,229		16,434
Noncurrent liabilities	$	17,365	$	17,243

	Three Months Ended July 31,
	2007			2008
Revenue	$	33,499		$	30,233
Gross profit	5,434			4,448
Net loss	$	(3,593	)	$	(2,258	)

16. NET ASSETS UNDER CONTRACTUAL OBLIGATION

Effective June 30, 2003, the Company transferred its domestic brokerage operations, as well as a commercial recycling business to former employees who had been responsible for managing those businesses. Consideration for the transaction was in the form of two notes receivable amounting up to $6,925. These notes are payable within twelve years of the anniversary date of the transaction, to the extent of free cash flow generated from the operations.

Effective August 1, 2005, the Company transferred a certain Canadian recycling operation to a former employee who had been responsible for managing that business. Consideration for this transaction was in the form of a note receivable amounting up to $1,313, which is payable within six years of the anniversary date of the transaction to the extent of free cash flow generated from the operations.

The Company has not accounted for these transactions as sales based on an assessment that the risks and other incidents of ownership have not sufficiently transferred to the buyers. The net assets of the operations were disclosed in the balance sheet as “net assets under contractual obligation”, and were being reduced as payments are made. During the three months ended July 31, 2007 and 2008, the

Company recognized income on the transactions in the amount of $738 and $89, respectively, as payments received on the notes receivable exceeded the balance of the net assets under contractual obligation. Minimum amounts owed to the Company under these notes amounted to $2,076 and $1,986 at April 30, 2008 and July 31, 2008, respectively.

17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company’s senior subordinated notes due 2013 are guaranteed jointly and severally, fully and unconditionally, by the Company’s significant wholly-owned subsidiaries. The Parent is the issuer and non-guarantor of the senior subordinated notes. The information which follows presents the condensed consolidating financial position as of April 30, 2007 and January 31, 2008, and the condensed consolidating results of operations for the three months ended July 31, 2007 and 2008 and the condensed consolidating statements of cash flows for the three months ended July 31, 2007 and 2008 of (a) the Parent company only, (b) the combined guarantors (“the Guarantors”), each of which is 100% wholly-owned by the Parent, (c) the combined non-guarantors (“the Non-Guarantors”), (d) eliminating entries and (e) the Company on a consolidated basis.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF APRIL 30, 2008

(in thousands, except for share and per share data)

	Parent		Guarantors			Non-Guarantors			Elimination			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,260	$	1,306		$	248		$	—		$	2,814
Restricted cash	—		95			—			—			95
Accounts receivable - trade, net of allowance for doubtful accounts	80		61,969			184			—			62,233
Notes receivable - officers/employees	132		—			—			—			132
Refundable income taxes	2,020		—			—			—			2,020
Prepaid expenses	2,541		4,389			—			—			6,930
Deferred taxes	14,639		—			794			—			15,433
Other current assets	501		5,327			—			—			5,828
Total current assets	21,173		73,086			1,226			—			95,485

Property, plant and equipment, net of accumulated depreciation and amortization	2,557		485,471			—			—			488,028
Goodwill	—		179,716			—			—			179,716
Investment in subsidiaries	2,898		—			—			(2,898		)	—
Other non-current assets	26,370		37,254			13,613			(4,379		)	72,858
	31,825		702,441			13,613			(7,277		)	740,602

Intercompany receivable	652,849		(649,823		)	(7,405		)	4,379			—

	$	705,847	$	125,704		$	7,434		$	(2,898	)	$	836,087

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt	$	1,858		$	900		$	—		$	—		$	2,758
Accounts payable	4,084			47,503			144			—			51,731
Accrued payroll and related expenses	2,834			8,417			—			—			11,251
Other current liabilities	20,754			20,079			6,251			—			47,084

Total current liabilities	29,530			76,899			6,395			—			112,824

Long-term debt, less current maturities	550,078			1,588						—			551,666
Financing lease obligations, less current maturities	—			7,561			—			—			7,561
Other long-term liabilities	1,557			35,881			1,916			—			39,354

STOCKHOLDERS’ EQUITY:
Class A common stock -
Authorized - 100,000,000 shares, $0.01 par value; issued and outstanding - 24,466,000 shares	245			100			100			(200		)	245
Class B common stock -
Authorized - 1,000,000 shares, $0.01 par value, 10 votes per share, issued and outstanding - 988,000 shares	10			—			—			—			10
Accumulated other comprehensive (loss) income	(2,568		)	502			143			(645		)	(2,568		)
Additional paid-in capital	276,189			46,430			3,988			(50,418		)	276,189
Accumulated deficit	(149,194		)	(43,257		)	(5,108		)	48,365			(149,194		)
Total stockholders’ equity	124,682			3,775			(877		)	(2,898		)	124,682

	$	705,847		$	125,704		$	7,434		$	(2,898	)	$	836,087

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JULY 31, 2008

(Unaudited)

(in thousands, except for share and per share data)

	Parent		Guarantors			Non-Guarantors			Elimination			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	906	$	1,537		$	342		$	—		$	2,785
Accounts receivable - trade, net of allowance for doubtful accounts	17		70,657			174			—			70,848
Refundable income taxes	1,346		—			—			—			1,346
Other current assets	21,524		12,685			774			—			34,983
Total current assets	23,793		84,879			1,290			—			109,962

Property, plant and equipment, net of accumulated depreciation and amortization	2,401		491,854			—			—			494,255
Goodwill	—		179,734			—			—			179,734
Investment in subsidiaries	15,573		—			—			(15,573		)	—
Other non-current assets	26,568		36,595			13,658			(5,383		)	71,438
	44,542		708,183			13,658			(20,956		)	745,427

Intercompany receivable	649,996		(646,750		)	(7,625		)	4,379			—

	$	718,331	$	146,312		$	7,323		$	(16,577	)	$	855,389

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt	$	1,007		$	770		$	—		$	—		$	1,777
Accounts payable	2,883			51,760			215			—			54,858
Accrued payroll and related expenses	1,192			5,603			—			—			6,795
Accrued interest	12,623			10			—			—			12,633
Accrued closure and post-closure costs, current portion	—			6,383			4			—			6,387
Other current liabilities	12,690			12,843			6,102			(1,004		)	30,631
Total current liabilities	30,395			77,369			6,321			(1,004		)	113,081

Long-term debt, less current maturities	551,337			10,450						—			561,787
Financing lease obligations, less current maturities	—			3,963			—			—			3,963
Deferred income taxes	5,767			—			—			—			5,767
Other long-term liabilities	1,933			37,949			2,010			—			41,892

STOCKHOLDERS’ EQUITY:
Class A common stock -
Authorized - 100,000,000 shares, $0.01 par value; issued and outstanding - 24,516,000 shares	245			100			100			(200		)	245
Class B common stock -
Authorized - 1,000,000 shares, $0.01 par value, 10 votes per share, issued and outstanding - 988,000 shares	10			—			—			—			10
Accumulated other comprehensive (loss) income	(1,409		)	1,342			81			(1,423		)	(1,409		)
Additional paid-in capital	277,071			46,430			3,988			(50,418		)	277,071
Accumulated deficit	(147,018		)	(31,291		)	(5,177		)	36,468			(147,018		)
Total stockholders’ equity	128,899			16,581			(1,008		)	(15,573		)	128,899

	$	718,331		$	146,312		$	7,323		$	(16,577	)	$	855,389

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 2007

(Unaudited)

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated

Revenues	$	—		$	148,526		$	1,702		$	(1,702	)	$	148,526

Operating expenses:
Cost of operations	2			96,502			2,101			(1,702		)	96,903
General and administration	(142		)	18,170			(159		)	—			17,869
Depreciation and amortization	451			19,457			—			—			19,908
	311			134,129			1,942			(1,702		)	134,680
Operating income (loss)	(311		)	14,397			(240		)	—			13,846

Other expense/(income), net:
Interest income	(8,834		)	(96		)	(160		)	8,662			(428		)
Interest expense	11,912			7,793			—			(8,662		)	11,043
(Income) loss from equity method investments	(6,041		)	1,796			—			6,396			2,151
Other income	(206		)	(2,191		)	—			—			(2,397		)
Other expense/(income), net	(3,169		)	7,302			(160		)	6,396			10,369

Income (loss) from continuing operations before income taxes and discontinued operations	2,858			7,095			(80		)	(6,396		)	3,477
Provision for income taxes	1,115			—			15			—			1,130

Income (loss) from continuing operations before discontinued operations	1,743			7,095			(95		)	(6,396		)	2,347

Discontinued operations:
Loss from discontinued operations, net	—			(604		)	—			—			(604		)

Net income (loss) available to common stockholders	$	1,743		$	6,491		$	(95	)	$	(6,396	)	$	1,743

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2008

(Unaudited)

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated

Revenues	$	—		$	157,904		$	1,694		$	(1,694	)	$	157,904

Operating expenses:
Cost of operations	245			104,125			1,766			(1,694		)	104,442
General and administration	(126		)	18,498			68			—			18,440
Depreciation and amortization	340			19,130			—			—			19,470
	459			141,753			1,834			(1,694		)	142,352
Operating income (loss)	(459		)	16,151			(140		)	—			15,552

Other expense/(income), net:
Interest income	(7,751		)	(25		)	(139		)	7,733			(182		)
Interest expense	10,236			7,652			—			(7,733		)	10,155
Loss (income) from equity method investments	(7,334		)	1,129			—			7,334			1,129
Other income	(34		)	(54		)	—			—			(88		)
Other expense/(income), net	(4,883		)	8,702			(139		)	7,334			11,014

Income (loss) from continuing operations before income taxes and discontinued operations	4,424			7,449			(1		)	(7,334		)	4,538
Provision for income taxes	2,248			—			69			—			2,317

Income (loss) from continuing operations before discontinued operations	2,176			7,449			(70		)	(7,334		)	2,221

Discontinued operations:
Loss from discontinued operations, net	—			(11		)	—			—			(11		)
Loss on disposal of discontinued operations, net	—			(34		)	—			—			(34		)

Net income (loss) applicable to common stockholders	$	2,176		$	7,404		$	(70	)	$	(7,334	)	$	2,176

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JULY 31, 2007

(Unaudited)

(in thousands)

	Parent			Guarantors			Non-Guarantors			Elimination		Consolidated

Net Cash Provided by (Used in) Operating Activities	$	4,115		$	16,274		$	(157	)	$	—	$	20,232
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired	—			(10		)	—			—		(10		)
Additions to property, plant and equipment - growth	—			(6,630		)	—			—		(6,630		)
- maintenance	(420		)	(14,823		)	(475		)	—		(15,718		)
Payments on landfill operating lease contracts	—			(474		)	—			—		(474		)
Investment in unconsolidated entities	(65		)	—			—			—		(65		)
Other	—			1,599			—			—		1,599
Net Cash Used In Investing Activities	(485		)	(20,338		)	(475		)	—		(21,298		)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings	112,075			—			—			—		112,075
Principal payments on long-term debt	(118,007		)	(314		)	—			—		(118,321		)
Other	165			—			—			—		165
Intercompany borrowings	5,422			(5,465		)	43			—		—
Net Cash (Used in) Provided by Financing Activities	(345		)	(5,779		)	43			—		(6,081		)
Cash Used in Discontinued Operations	—			(838		)	—			—		(838		)
Net (decrease) increase in cash and cash equivalents	3,285			(10,681		)	(589		)	—		(7,985		)
Cash and cash equivalents, beginning of period	(1,967		)	13,012			1,318			—		12,363
Cash and cash equivalents, end of period	$	1,318		$	2,331		$	729		$	—	$	4,378

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2008

(Unaudited)

(in thousands)

	Parent			Guarantors			Non-Guarantors			Elimination		Consolidated

Net Cash Provided by (Used in) Operating Activities	$	1,222		$	18,692		$	(127	)	$	—	$	19,787
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired	—			(70		)	—			—		(70		)
Additions to property, plant and equipment - growth	—			(4,723		)	—			—		(4,723		)
- maintenance	(194		)	(17,511		)	—			—		(17,705		)
Payments on landfill operating lease contracts	—			(452		)	—			—		(452		)
Proceeds from divestitures	—			670			—			—		670
Other	—			637			—			—		637
Net Cash Used In by Investing Activities	(194		)	(21,449		)	—			—		(21,643		)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings	17,283			5,417			—			—		22,700
Principal payments on long-term debt	(21,164		)	(283		)	—			—		(21,447		)
Other	527			—			—			—		527
Intercompany borrowings	1,972			(2,193		)	221			—		—
Net Cash Provided by (Used in) Financing Activities	(1,382		)	2,941			221			—		1,780
Cash Provided by Discontinued Operations	—			47			—			—		47
Net (decrease) increase in cash and cash equivalents	(354		)	231			94			—		(29		)
Cash and cash equivalents, beginning of period	1,260			1,306			248			—		2,814
Cash and cash equivalents, end of period	$	906		$	1,537		$	342		$	—	$	2,785

17. SUBSEQUENT EVENT

On August 15, 2008, the Company made a $2,500 equity contribution to GreenFiber to support a refinancing of GreenFiber’s existing revolving credit facility. In addition, the other member of GreenFiber, Louisiana-Pacific (“LP”), made the same equity contribution resulting in no change to the Company’s ownership in GreenFiber. The Company will continue to account for its 50% ownership in GreenFiber using the equity method of accounting.

In addition, the Company and LP issued a joint and several guarantee of up to $2,000 to support the refinancing of a GreenFiber term loan. The guarantee can be drawn only upon a default (as defined) by GreenFiber under this term loan.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included under Item 1. In addition, reference should be made to the Company’s audited Consolidated Financial Statements and Notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s Annual Report on Form 10-K for the year ended April 30, 2008.

Forward Looking Statements

This Quarterly Report on Form 10-Q and, in particular, this management discussion and analysis contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding:

·		expected future revenues, operations, expenditures and cash needs;
·		fluctuations in the commodity pricing of the Company’s recyclables, increases in landfill tipping fees and fuel costs, and general economic and weather conditions;
·		projected future obligations related to capping, closure and post-closure costs of the Company’s existing landfills and any disposal facilities which the Company may own or operate in the future;
·		the projected development of additional disposal capacity;
·		estimates of the potential markets for the Company’s products and services, including the anticipated drivers for future growth;
·		sales and marketing plans;
·		potential business combinations; and
·		projected improvements to the Company’s infrastructure and impact of such improvements on the Company’s business and operations.

In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates as well as management’s beliefs and assumptions, and should be read in conjunction with the Company’s consolidated financial statements and notes to consolidated financial statements included in this report. The Company cannot guarantee that the Company actually will achieve the plans, intentions or expectations disclosed in the forward-looking statements made. There are a number of important risks and uncertainties that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended April 30, 2008. The Company does not intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by law.

Company Overview

Casella Waste Systems, Inc. is a vertically-integrated regional solid waste services company that provides collection, transfer, disposal and recycling services to residential, industrial and commercial customers, primarily in the eastern United States. Our Company was founded in 1975 as a single truck operation in Rutland, Vermont and the business now operates in fifteen states. We operate vertically integrated solid

waste operations in Vermont, New Hampshire, New York, Massachusetts, and Maine; and stand alone materials processing facilities in Connecticut, Pennsylvania, New Jersey, North Carolina, South Carolina, Tennessee, Georgia, Florida, Michigan, and Wisconsin.

As of August 29, 2008, the Company owned and/or operated 33 solid waste collection operations, 30 transfer stations, 37 recycling facilities, eight Subtitle D landfills, two landfills permitted to accept construction and demolition materials, and one waste-to-energy facility, as well as a 50% interest in a joint venture that manufactures, markets and sells cellulose insulation made from recycled fiber and a 16.2% interest in a company that markets an incentive based recycling service.

Operating Results

For the three months ended July 31, 2008, the Company reported revenues of $157.9 million, an increase of $9.4 million, or 6.3%, from $148.5 million in the quarter ended July 31, 2007. Solid waste revenues, including the Company’s major accounts program, increased 2.9%, with 2.7% coming from higher prices, primarily from our collection and transfer operations, and the balance from the rollover effect of a major accounts tuck-in acquisition, increases in solid waste increases driven by a closure project, mostly offset by lower collection volumes. FCR Recycling revenue growth was 20.3% with 12.0% coming from commodity price increases and 8.3% from higher volumes . Operating income for the three months ended July 31, 2008 increased to $15.5 million from $13.8 million for the quarter ended July 31, 2007. Included in operating income in the quarter is a benefit of $0.8 million related to the reimbursement from the Town of Southbridge for previously paid and expensed closure and past closure costs at the Southbridge landfill site.

Between May 1, 2008 and July 31, 2008 the Company acquired one solid waste hauling operation. Under the rules of purchase accounting, the acquired company’s revenues and results of operations have been included from the date of acquisition and affect the period-to-period comparisons of the Company’s historical results of operations.

During the second quarter of fiscal year 2008, the Company completed the sale of the Company’s Buffalo, N.Y. transfer station, hauling operation and related equipment in the Western region for proceeds of $4.9 million including a note receivable for $2.5 million and net cash proceeds of $2,373.

During the fourth quarter of fiscal year 2008, the Company terminated its operation of MTS Environmental, a soils processing operation in the North Eastern region.

The Company completed its divestiture of its FCR Greenville operation in the quarter ended July 31, 2008 for cash proceeds of $0.7 million. For the three months ended July 31, 2008, the company recorded a loss on disposal of discontinued operations (net of tax) of $0.03 million.

General

Revenues

The Company’s revenues in our North Eastern, South Eastern, Central and Western regions are attributable primarily to fees charged to customers for solid waste disposal and collection, landfill, waste-to-energy, transfer and recycling services. The Company derives a substantial portion of its collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of the Company’s residential collection services are performed on a subscription basis with individual households. Landfill, waste-to-energy facility and transfer customers are charged a tipping fee on a per ton basis for disposing of their

solid waste at the Company’s disposal facilities and transfer stations. The majority of the Company’s disposal and transfer customers are under one to ten year disposal contracts, with most having clauses for annual cost of living increases. Recycling revenues, which are included in FCR and the Central and Western regions, consist of revenues from the sale of recyclable commodities and operations and maintenance contracts of recycling facilities for municipal customers.

The Company’s cellulose insulation business is conducted through a 50/50 joint venture with Louisiana-Pacific Corporation, and accordingly, the Company recognizes half of the joint venture’s net income on the equity method in our results of operations. The Company also has a cost method investment in the common stock of RecycleRewards, Inc. (“RecycleRewards”), a company that markets an incentive based recycling service. In April 2008, the Company’s voting interest was reduced to 16.2%. Effective April 2008, the Company accounts for its investment in RecycleRewards under the cost method of accounting. Prior to April 2008 the Company accounted for this investment under the equity method of accounting. Also, in the “Other” segment, we have ancillary revenues including major customer accounts.

The Company’s revenues are shown net of inter-company eliminations. The Company typically establishes its inter-company transfer pricing based upon prevailing market rates. The table below shows, for the periods indicated, the percentages and dollars of revenue attributable to services provided.

	Three Months Ended July 31,
	2007				2008

Collection	$	69,155	46.6	%	$	71,327	45.2	%
Landfill / disposal facilities	29,202		19.7	%	29,044		18.4	%
Transfer	7,346		4.9	%	9,203		5.8	%
Recycling	42,823		28.8	%	48,330		30.6	%
Total revenues	$	148,526	100.0	%	$	157,904	100.0	%

Collection and landfill/disposal facilities’ revenues each decreased as a percentage of total revenues in the three months ended July 31, 2008 compared to the prior year, mainly because of the increase in recycling revenues. Collection revenue dollars increased in the three months ended July 31, 2008 due to the positive impact of price increases and the effect of a major accounts tuck-in acquisition, partially offset by lower volumes. Recycling revenues are primarily from recycling facilities in the FCR region. The increase in recycling revenue dollars for the three months ended July 31, 2008 is primarily attributable to higher commodity prices and to a lesser extent an increase in commodity volumes.

Operating Expenses

Cost of operations includes labor, tipping fees paid to third-party disposal facilities, fuel, maintenance and repair of vehicles and equipment, worker’s compensation and vehicle insurance, the cost of purchasing materials to be recycled, third party transportation expense, district and state taxes, host community fees and royalties. Cost of operations also includes accretion expense related to landfill capping, closure and post closure, leachate treatment and disposal costs and depletion of landfill operating lease obligations.

General and administration expenses include management, clerical and administrative compensation and overhead, professional services and costs associated with marketing, sales force and community relations efforts.

Depreciation and amortization expense includes depreciation of fixed assets over the estimated useful life of the assets using the straight-line method, amortization of landfill airspace assets under the units-of-consumption method, and the amortization of intangible assets (other than goodwill) using the

straight-line method. In accordance with SFAS No. 143, Accounting for Asset Retirement Obligations, except for accretion expense, the Company amortizes landfill retirement assets through a charge to cost of operations using a straight-line rate per ton as landfill airspace is utilized. The amount of landfill amortization expense related to airspace consumption can vary materially from landfill to landfill depending upon the purchase price and landfill site and cell development costs. The Company depreciates all fixed and intangible assets, other than goodwill, to a zero net book value, and does not apply a salvage value to any fixed assets.

The Company capitalizes certain direct landfill development costs, such as engineering, permitting, legal, construction and other costs associated directly with the expansion of existing landfills. Additionally, the Company also capitalizes certain third party expenditures related to pending acquisitions, such as legal and engineering costs. The Company routinely evaluates all such capitalized costs, and expenses those costs related to projects not likely to be successful. Internal and indirect landfill development and acquisition costs, such as executive and corporate overhead, public relations and other corporate services, are expensed as incurred.

The Company will have material financial obligations relating to capping, closure and post-closure costs of its existing landfills and any disposal facilities which it may own or operate in the future. The Company has provided, and will in the future provide, accruals for these future financial obligations based on engineering estimates of consumption of permitted landfill airspace over the useful life of any such landfill. There can be no assurance that the Company’s financial obligations for capping, closure or post-closure costs will not exceed the amount accrued and reserved or amounts otherwise receivable pursuant to trust funds.

Results of Operations

The following table sets forth for the periods indicated the percentage relationship that certain items from the Company’s consolidated financial statements bear in relation to revenues.

	Three Months Ended July 31,
	2007		2008
Revenues	100.0	%	100.0	%
Cost of operations	65.2	%	66.1	%
General and administration	12.0	%	11.7	%
Depreciation and amortization	13.5	%	12.4	%
Operating income	9.3	%	9.8	%
Interest expense, net	7.1	%	6.3	%
Loss from equity method investments	1.4	%	0.7	%
Other income, net	-1.6	%	-0.1	%
Provision for income taxes	0.8	%	1.5	%
Income before discontinued operations	1.6	%	1.4	%

Three months ended July 31, 2008 versus July 31, 2007

Revenues - Revenues increased $9.4 million, or 6.3%, to $157.9 million in the quarter ended July 31, 2008 from $148.5 million in the quarter ended July 31, 2007. Solid waste revenues, including the Company’s major accounts program, increased $3.5 million, with $3.3 million in price increases coming from our collection and transfer operations. Revenues from the rollover effect of acquisitions, primarily from a major accounts tuck-in acquisition, accounted for $1.1 million of the increase. These increases were offset by a $0.9 million, primarily from lower collection volumes as partially offset by increases in solid waste recycling commodity prices and landfill volume increases driven by a closure project. FCR recycling revenues increased $5.9 million mainly due to higher commodity prices and volumes.

Cost of operations - Cost of operations increased $7.5 million, or 7.7%, to $104.4 million in the quarter ended July 31, 2008 from $96.9 million in the quarter ended July 31, 2007. Cost of operations as a percentage of revenues increased to 66.1% in the quarter ended July 31, 2008 compared to 65.2% in the quarter ended July 31, 2007. The cost of operations increase is attributable primarily to higher fuel costs and an increase in the cost of purchased materials associated with higher FCR recycling revenues, partially offset by a benefit of $0.8 million related to the reimbursement from the Town of Southbridge for previously paid and expensed closure and post closure costs at the Southbridge landfill site.

General and administration - General and administration expenses increased $0.6 million, or 3.4%, to $18.4 million in the quarter ended July 31, 2008 from $17.9 million in the quarter ended July 31, 2007. General and administrative expenses as a percentage of revenues decreased to 11.7% in the quarter ended July 31, 2008 from 12.0% in the quarter ended July 31, 2007. Most general and administration expense categories were down in the quarter but were offset by an increase of bad debt expense due to a large recovery in the prior year.

Depreciation and amortization - Depreciation and amortization expense decreased $0.4 million, or 2.0%, to $19.5 million in the quarter ended July 31, 2008 from $19.9 million in the quarter ended July, 31, 2007. Landfill amortization expense decreased by $0.2 million primarily due to lower amortization rates at our Colebrook closure facility, which is expected to close in the second quarter of fiscal year 2009. Depreciation expense decreased between periods by $0.2 million as certain assets came to the end of their useful lives. Depreciation and amortization expense as a percentage of revenue decreased to 12.4% for the three months ended July 31, 2008 from 13.5% for the three months ended July 31, 2007.

O perating income - Operating income increased by $1.7 million, or 12.3%, to $15.5 million for the quarter ended July 31, 2008 compared to $13.8 million for the quarter ended July 31, 2007. As a percentage of revenue, operating income increased to 9.8% in the quarter ended July 31, 2008 compared to 9.3% for the quarter ended July 31, 2007. Operating income increased year over year due to higher revenue levels and lower general and administration expenses as a percentage of revenues and lower depreciation and amortization expenses as discussed above. Operating income was also favorably impacted by $0.8 million from the benefit discussed above of the reimbursement from the Town of Southbridge for previously paid and expensed closure and post closure costs at the Southbridge landfill site. Western region operating income increased year over year due to increased landfill revenues, primarily due to higher volumes, increases in other solid waste revenues, primarily from increased prices, and lower operating costs. Central region operating income declined year over year due to lower revenues primarily due to lower landfill volumes. FCR recycling operating income increased year over year due to increased revenues from higher commodity prices and volumes partially offset by an increase in the costs of purchased materials.

Interest expense, net - Net interest expense decreased $0.6 million, or 5.7%, to $10.0 million in the quarter ended July 31, 2008 from $10.6 million in the quarter ended July 31, 2007. This decrease is attributable lower interest rates on the Company’s senior credit facility partially offset by higher net debt levels. Net interest expense, as a percentage of revenues, decreased to 6.3% in the quarter ended July 31, 2008 from 7.1% in the quarter ended July 31, 2007.

Loss from equity method investments - The loss from equity method investments in the quarter ended July 31, 2008 relates to the Company’s 50% joint venture interest in GreenFiber. GreenFiber reported a loss for the quarter ended July 31, 2008 of which the Company’s share was $1.1 million, compared to a loss of $1.8 million in the quarter ended July 31, 2007. GreenFiber continues to be negatively impacted by the overall slowdown in the housing market and higher fiber prices. The Company also has an investment in the common stock of RecycleRewards, a company that markets an incentive based recycling service. In April 2008, the Company’s voting interest was reduced to 16.2% from 20.5%. Effective April 2008, the Company accounts for its investment in RecycleRewards under the cost method of accounting. Prior to April 2008 the Company accounted for this investment under the equity method of accounting. RecycleRewards reported a loss for the quarter ended July 31, 2007, of which the Company’s share was $0.4 million.

Other income - Other income in the quarter ended July 31, 2008 was $0.1 million compared to $2.4 million in the quarter ended July 31, 2007. Other income in the quarter ended July 31, 2007 primarily includes $2.1 million related to the reversal of residual accruals originally established in connection with waste handling agreement disputes between the Company’s Maine Energy subsidiary and fifteen municipalities which were party to the agreements. On June 18, 2007, the Company settled the last of these disputes with the City of Saco and the city agreed to release the Company from any further residual cancellation payment obligations. Other income in the quarter also includes dividends of $0.2 million from our investment in Evergreen National Indemnity Company (“Evergreen”).

Provision for income taxes - Provision for income taxes increased $1.2 million to $2.3 million for the quarter ended July 31, 2008 from $1.1 million for the quarter ended July 31, 2007. The effective tax rate increased to 51.1% for the quarter ended July 31, 2008 from 32.5% for the quarter ended July 31, 2007. The rate variance between the periods is due mainly to the book loss projected for the prior year and the add back of non-deductible items.

Liquidity and Capital Resources

The Company’s business is capital intensive. The Company’s capital requirements include acquisitions, fixed asset purchases and capital expenditures for landfill development and cell construction, as well as site and cell closure. The Company’s capital expenditures are broadly defined as pertaining to either growth or maintenance activities. Growth capital expenditures are defined as costs related to development of new airspace, permit expansions, new recycling contracts along with incremental costs of equipment and infrastructure added to further such activities. Growth capital expenditures include the cost of equipment added directly as a result of new business, as well as expenditures associated with increasing infrastructure to increase throughput at transfer stations and recycling facilities. Growth capital expenditures also include those outlays associated with acquiring landfill operating leases, which do not meet the operating lease payment definition, but which were included as a commitment in the successful bid. Maintenance capital expenditures are defined as landfill cell construction costs not related to expansion airspace, costs for normal permit renewals and replacement costs for equipment due to age or obsolescence.

The Company had a net working capital deficit of $5.9 million and $20.2 million at July 31, 2008 and April 30, 2008, respectively. Net working capital comprises current assets, excluding cash and cash equivalents, minus current liabilities. The increase in net working capital at July 31, 2008 was primarily due to higher trade receivables associated with higher revenues along with higher current deferred income taxes due to projected utilization of net operating losses, lower payroll accruals, partially offset by higher accrued interest associated primarily with the Company’s 9.75% senior subordinated notes (“Senior Notes”).

On April 29, 2005, the Company entered into a senior credit facility with a group of banks for which Bank of America is acting as agent. The facility originally consisted of a senior secured revolving credit

facility in the amount of $350.0 million. On July 25, 2006, the Company amended the facility to increase the amount of the facility per the original agreement to $450.0 million, and on May 9, 2007, the Company further amended the facility to increase the amount to $525.0 million, including a $175.0 million term B loan and a revolver of $350.0 million. This credit facility is secured by all of the Company’s assets, including the Company’s interest in the equity securities of our subsidiaries.

The credit facility matures on April 28, 2010. There are required annual principal payments on the term B loan of $0.9 million for three years, which began July 25, 2007, with the remaining principal due at maturity. The Company was in compliance with all covenants at July 31, 2008.

Further advances were available under the revolver in the amount of $154.4 million and $156.0 million as of July 31, 2008 and April 30, 2008, respectively. These available amounts are net of outstanding irrevocable letters of credit totaling $40.6 million and $40.4 million as of July 31, 2008 and April 30, 2008, respectively, at which dates no amounts had been drawn.

The Company is party to three separate interest rate swap agreements with four banks for a notional amount of $105.0 million. One agreement for a notional amount of $30.0 million effectively fixes the interest rate index at 4.47% from November 4, 2007 through May 7, 2009. Two agreements, for a notional amount of $75.0 million, effectively fix the interest index rate on the entire notional amount at 4.68% from May 6, 2008 through May 6, 2009. These agreements are specifically designated to interest payments under the Company’s term B loan and are accounted for as effective cash flow hedges pursuant to SFAS No. 133.

The Company is party to two separate interest rate zero-cost collars (“Collars”) for a notional amount of $60.0 million. The Collars have an interest index rate cap of 6.00% and an interest index rate floor of approximately 4.48% and are effective from November 6, 2006 through May 5, 2009. These agreements are specifically designated to interest payments under the revolving credit facility and are accounted for as effective cash flow hedges pursuant to SFAS No. 133.

As of July 31, 2008, the Company had outstanding $195.0 million of Senior Notes which mature in January 2013. The Senior Notes contain covenants that restrict dividends, stock repurchases and other payments, and limit the incurrence of debt and issuance of preferred stock. The Senior Notes are guaranteed jointly and severally, fully and unconditionally by the Company’s significant wholly-owned subsidiaries.

On December 28, 2005, the Company completed a $25.0 million financing transaction involving the issuance by the Finance Authority of Maine of $25.0 million aggregate principal amount of its Solid Waste Disposal Revenue Bonds Series 2005 (the “Bonds”) which mature in January 2025. The Bonds are issued pursuant to an indenture, dated as of December 1, 2005 and are enhanced by an irrevocable, transferable direct-pay letter of credit issued by Bank of America, N.A. Pursuant to a Financing Agreement, dated as of December 1, 2005, the Company has borrowed the proceeds of the Bonds to pay for certain costs relating to equipment acquisition for solid waste collection and transportation services, all located in Maine.

On August 13, 2007, the Company redeemed all of the outstanding shares of its Series A Preferred Stock, pursuant to the mandatory redemption requirements set forth in the Certificate of Designation for the Series A Preferred Stock. The shares were redeemed at an aggregate redemption price of $75.1 million, which was the liquidation value equal to the original price plus accrued but unpaid dividends through the date of redemption. The redemption of the Series A Preferred Stock was effected through cash payouts by the Company of the redemption price upon receipt of stock certificates and other related documentation from the holders thereof. The Company borrowed against the senior credit facility to fund this redemption.

On July 31, 2008, the Company completed a $9.8 million financing for the construction of two single-stream material recovery facilities with a third-party leasing company. The financing has a seven year term at a fixed rate of interest (approximately 7.1%).

Net cash provided by operating activities amounted to $19.8 million for the three months ended July 31, 2008 compared to $20.2 million for the same period of the prior fiscal year. Net income increased $0.4 million in the three months ended July 31, 2008 compared to the three months ended July 31, 2007. Income from assets under contractual obligations decreased $0.6 million in the three months ended July 31, 2008 compared to the three months ended July 31, 2007. Also contributing to the slight decrease is the accrual of the Series A Preferred dividend for $0.9 million which was included in interest expense for the three months ended July 31, 2007 as well as loss from equity method investments amounting to a $1.0 decrease in the three months ended July 31, 2008 compared to the three months ended July 31, 2007. These amounts were offset by other income of $2.1 associated with the favorable settlement at Maine Energy resulting in the reversal of residual accruals in the three months ended July 31, 2007. Deferred taxes also contributed to an increase of $1.6 million in the same period due to projected utilization of net operating losses.

Changes in assets and liabilities, net of effects of acquisitions and divestitures, decreased $2.3 million for the three months ended July 31, 2008 compared to the three months ended July 31, 2007. Changes in accounts receivable associated primarily with higher revenue amounted to a $6.0 million increase for the three months ended July 31, 2008 compared to the three months ended July 31, 2007. The change in accounts payable during the three months ended July 31, 2008 amounted to a $3.1 million of cash provided compared with $3.6 million used in the prior year comparable period. The increase from the prior year period is due to the timing of capital and other expenditures. Changes in other assets and liabilities amounted to a $1.5 million use of cash for the three months ended July 31, 2008 compared to cash provided of $1.5 million for the three months ended July 31, 2007. The decrease of $3.0 million from the prior year is due primarily to the following: (1) higher payments for landfill capping, closure and post-closure in the three months ended July 31, 2008 versus the prior period amounting to a $2.2 million decrease, (2) reductions associated with higher payroll accruals at July 31, 2008 amounting to $2.0 million (3) lower accrued interest at July 31, 2008 associated with lower interest rates partially offset by higher debt levels amounting to a $0.9 million decrease, (4) higher current assets at July 31, 2008 associated primarily with deposits made relative to certain activities amounting to a $3.2 decrease, offset by (5) higher other long-term liabilities at April 30, 2007 associated with the Maine Energy settlement which took place in the three months ended July 31, 2007 resulting in a $3.1 million increase and (6) higher other current liabilities at July 31, 2008 associated with accruals for various capital projects and deferred revenue resulting in a $2.6 million increase.

Net cash used in investing activities was $21.6 million for the three months ended July 31, 2008 compared to $21.3 million used in investing activities in the same period of the prior fiscal year.

Net cash provided by financing activities was $1.8 million for the three months ended July 31, 2008 compared to net cash used of $6.0 million in the same period of the prior fiscal year. The increase in cash provided by financing activities is primarily due to lower net borrowings to fund investing activities.

The Company generally meets liquidity needs from operating cash flow and its senior credit facility. These liquidity needs are primarily for capital expenditures for vehicles, containers and landfill development, debt service costs and capping, closure and post-closure expenditures and acquisitions. It is the Company’s intention to continue to grow organically and through acquisitions.

The Company has filed a universal shelf registration statement with the SEC. The Company could from time to time issue securities thereunder in an amount of up to $250.0 million. However, the Company’s ability and willingness to issue securities pursuant to this registration statement will depend on market conditions at the time of any such desired offering and therefore the Company may not be able to issue such securities on favorable terms, if at all.

Inflation and Prevailing Economic Conditions

To date, inflation has not had a significant impact on the Company’s operations. Consistent with industry practice, most of the Company’s contracts provide for a pass-through of certain costs, including increases in landfill tipping fees and, in some cases, fuel costs. Increases in fuel costs have been passed on through a fuel surcharge program. The Company therefore believes it should be able to implement price increases sufficient to offset most cost increases resulting from inflation. However, competitive factors may require the Company to absorb at least a portion of these cost increases, particularly during periods of high inflation.

The Company’s business is located mainly in the eastern United States. Therefore, the Company’s business, financial condition and results of operations are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state regulations and severe weather conditions. The Company is unable to forecast or determine the timing and /or the future impact of a sustained economic slowdown.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate volatility

The Company had interest rate risk relating to approximately $187.6 million of long-term debt at July 31, 2008. The interest rate on the variable rate portion of long-term debt was approximately 4.36% at July 31, 2008. Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, it would have an approximate interest expense change of $0.5 million for the quarter reported.

The remainder of the Company’s long-term debt is at fixed rates and not subject to interest rate risk.

Commodity price volatility

The Company is subject to commodity price fluctuations related to the portion of its sales of recyclable commodities that are not under floor or flat pricing arrangements. As of July 31, 2008, to minimize the Company’s commodity exposure, the Company was party to thirty commodity hedging agreements. If commodity prices were to have changed by 10% in the quarter ended July 31, 2008, the impact on the Company’s operating income is estimated at $1.8 million, without considering the Company’s hedging agreements. The effect of the hedge position would reduce the impact by approximately $0.4 million. The Company does not use financial instruments for trading purposes and is not a party to any leveraged derivatives.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of disclosure controls and procedures . The Company’s management, with the participation of its chief executive officer and p rincipal financial and accounting officer , evaluated the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2008. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and p rincipal financial and accounting officers , as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of July 31, 2008, the Company’s chief executive officer and p rincipal financial and accounting officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

b) Changes in internal controls. No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended July 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 9, 2008, the Southbridge Board of Health (“Southbridge BOH”) issued a Decision and Statement of Findings pursuant to M.G.L. ch.111, §§150A and 150 A1/2 and 310 CMR 16.00 (‘2008 Site Assignment”) granting the Company’s subsidiary, Southbridge Recycling and Disposal Park, Inc. (“SRD”), a minor modification to SRD’s existing site assignment for the Southbridge Sanitary Landfill

(the “Landfill”). The 2008 Site Assignment allows SRD, subject to several conditions, to reallocate tonnage capacity accepted at a Construction and Demolition Processing Facility located at the Landfill to solid waste to be accepted at the Landfill up to a maximum of 405,600 tons per year, including the right to import municipal solid waste to the Landfill without regard for geographic origin. On or about July 14, 2008, the Sturbridge Board of Health (“Sturbridge BOH”), an abutting municipality to Southbridge, together with 10-citizens groups, filed a complaint in Worcester Superior Court contesting the 2008 Site Assignment (the “Appeal”). The Appeal names as defendants the Southbridge BOH and its individual members at the time of the 2008 Site Assignment, and SRD. On August 21, 2008, SRD reached a settlement with the Sturbridge BOH, pursuant to which SRD agreed to fund an escrow account to be controlled by the Sturbridge BOH, in the amount of $0.1 million. The escrow account will serve as a source for funds to cover the costs of SRD installing a “sentinel” downgradient well to the Landfill for tests to be conducted by and results provided to the Sturbridge BOH pursuant to an environmental plan that is a condition of the 2008 Site Assignment, and for related monitoring costs to be incurred by the Sturbridge BOH in connection therewith. The Sturbridge BOH Appeal was formally withdrawn as to all parties on August 22, 2008, and only the 10-citizens groups remain as participants in the Appeal. While it is too early to assess the outcome of the Appeal, SRD is, and will continue to aggressively defend the Appeal.

ITEM 1A. RISK FACTORS

See the Company’s risk factors as previously disclosed in its Form 10-K for the year ended April 30, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits that are filed as part of this Quarterly Report on Form 10-Q or that are incorporated by reference herein are set forth in the Exhibit Index hereto.

SIGNATURE

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

	Casella Waste Systems, Inc.


Date: September 4, 2008	By:	/s/ Paul J. Massaro
		(Principal Financial and Accounting
		Officer and Duly Authorized Officer)

Exhibit Index

10.1+	Amendment to Management Compensation Agreement between Casella Waste Systems, Inc. and James W. Bohlig dated January 8, 2008.
10.2+	Form of Performance Stock Unit Agreement for Employees – 2006 Stock Incentive Plan.
31.1+	Certification of John W. Casella, Chairman of the Board of Directors and Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
31.2+	Certification of Paul J. Massaro, Principal Financial and Accounting Officer and Duly Authorized Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
32.1++	Certification pursuant to 18 U.S.C. S 1350 of John W. Casella, Chairman of the Board of Directors and Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.
32.2++	Certification pursuant to 18 U.S.C. S 1350 of Paul J. Massaro, Principal Financial and Accounting Officer and Duly Authorized Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

+ - Filed herewith

++ - Furnished herewith

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

BY THIS AMENDMENT, dated January 8 ^th , 2008, made and entered into by Casella Waste Systems, Inc., a Delaware Corporation with a principal address of 25 Greens Hill Lane, Rutland, Vermont 05701 (the “Company”), and James W. Bohlig, an individual, a current resident of Rutland, Vermont 05701 (the “Employee”), and as acknowledged and consented to by Casella Renewable Systems, LLC, a wholly-owned limited liability company (“CRS”) of Company.

WHEREAS, Company and Employee are parties to that certain Employment Agreement, dated December 8, 1999 (“EA”), wherein Employee is employed by Company, with an initial title and position of Senior Vice President, Chief Operating Officer and Director of Company; and,

WHEREAS, Company has engaged in various reorganizations and restructurings of the Company since the execution of the EA; and,

WHEREAS, such reorganizations and restructurings have not affected the fundamental employment relationship between Company and Employee, but Company is now desirous of entering into this formal Amendment to the EA to reflect the current title, position and responsibilities of Employee, and to address certain other matters in the EA; and,

WHEREAS, Employee is desirous of amending the EA to reflect his current title, position and responsibilities as President of CRS, and to address certain other matters in the EA; and,

WHEREAS, both the Company and Employee wish to cause CRS to acknowledge and consent to this Amendment to the EA.

NOW THEREFOR, in exchange for the promises and mutual conditions contained herein, and other good and valuable consideration, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Section 1.1 of the EA, shall be amended by the deletion of the first sentence thereof, and the insertion of the following in lieu thereof:

“1.1 During the Agreement Term (as defined below), the Employee shall be the President and a Director of CRS (or such other and comparable titles and positions as shall be given Employee by the Board of Directors (the “Board”) of the Company), and shall faithfully perform for the Company the duties of such office in CRS at the behest of Company. Employee shall continue as Company’s Senior Vice President, Chief Development Officer and Director of Company.”

2. Section 2 of the EA entitled “Term” shall not be modified, but shall be ratified by virtue of this Amendment to clarify that Employee is commencing a new Initial

Term as of the date of this Amendment, which Initial Term shall expire on the third anniversary of the date of this Amendment. All other provisions of Section 2 “Term” shall remain unchanged.

3. Section 3.1 of the EA shall be amended by the deletion of the words in line 2, “…at the annual rate of $250,000 (“Base Salary”)”, and the insertion of the words “…at the annual rate of $334,700 (“Base Salary”)”, shall be inserted in lieu thereof.

4. Section 4.4.1 (d) shall be amended by the deletion of the words, “Senior Vice President, Chief Operating Officer and Director” in line 3, and the insertion of the words “Senior Vice President, Chief Development Officer, Director of the Company and President of CRS” in lieu thereof.

5. Section 4.4.2 shall be amended by the deletion of the last sentence and insertion of the following new sentence:

“If during the Initial Term the Employee’s employment is terminated by the Employee for Qualified Good Reason, the Employee shall be entitled to receive the higher of an amount equal to i) his Base Salary payable through the remainder of the Initial Term, or ii) the sum of Eighteen (18) Months Base Salary, and any bonus earned and accrued for the period prior to such termination. Such ongoing payments shall be payable on a bi-weekly basis. Any bonus due shall be paid in a lump sum within sixty (60) days of the date of termination. During any subsequent Agreement Term, Termination by Employee for Qualified Good Reason shall result in a payment of Eighteen (18) Months Base Salary.

6. A new Section 4.6 shall be added to the Employment Agreement as follows:

“4.6 Existing Life Insurance Policy. During the Agreement Term, the Company shall continue (annually) funding the existing whole life Life Insurance Policy held in Employee’s name. During any termination for any reason other than “Cause” the Employee shall have the right to purchase and accept assignment from the Company of the existing whole life Life Insurance Policy in consideration for the payment of $5,000.00 to Company. All the effects to Employee, if any, of transferring such Life Insurance Policy to Employee, including, without limitation, any tax effects, shall be the exclusive responsibility of Employee.”

7. a) The title of Section 6 of the EA shall be modified as follows:

“6. Non-competition and Assignment of Patents.”

b) The terms of current “6. Covenant Not to Compete” shall remain as per the EA, but shall be retitled as “6.1 Covenant Not to Compete.”

c) A new Section 6.2 shall be inserted as follows:

“6.2 Assignment of Inventions and Work. Employee hereby agrees to disclose in writing to Company any current, past or future Inventions or copyrightable Works, which have been or are now or in the future conceived, made, discovered, written or created by Employee, alone and/or in combination with others, during Employee’s prior or current employment, and that Employee will assign all rights and title to such Inventions or Works to Company.”

8. All other terms and conditions of the EA, which are not specifically addressed in this Amendment, shall remain unchanged.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Amendment to Agreement as of the date first set forth above.

WITNESS:					/s/ James W. Bohlig
					James W. Bohlig
					Employee

WITNESS:					/s/ John W. Casella
					John W. Casella
					Chairman and CEO
					Casella Waste Systems, Inc.


Acknowledged and Agreed to by:


/s/ James W. Bohlig
James W. Bohlig
President, Casella Renewable Systems, LLC

Exhibit 10.2

CASELLA WASTE SYSTEMS, INC.

Casella Waste Systems, Inc.

2006 Stock Incentive Plan

Performance Share Unit Agreement

Cover Sheet

This Agreement evidences the grant by Casella Waste Systems, Inc., a Delaware corporation (the “ Company ”), on the date set forth below (the “ Grant Date ”) to the person named below (the “ Participant ”) of a Performance Share Unit Award (the “ Award ”) of the target number of performance share units listed below (“ Target Performance Share Units ”) up to the maximum number of performance share units listed below (“ Maximum Performance Share Units ”) for the Performance Period listed below (the “ Performance Period ”). Each unit ultimately earned (a “ Performance Share Unit ”) represents the right to receive one share of the Company’s Class A Common Stock, $0.01 par value per share (“ Common Stock ”), or the value of such Share. This Award is subject to the terms and conditions specified in the Casella Waste Systems, Inc. 2006 Stock Incentive Plan, as amended, (the “ Plan ”), and in this Agreement, consisting of this Cover Sheet and the attached Exhibit A .

Participant Name:	<PARTICIPANT NAME>
Grant Date:	<GRANT DATE>
Performance Period:	3 years, beginning on the first day of the current fiscal year
Number of Target
Performance Share Units:	<NUMBER OF SHARES>
Maximum
Performance Share Units:	<PERCENT> of Target Performance Share Units

		CASELLA WASTE SYSTEMS, INC.
		25 Greens Hill Lane
		Rutland, Vermont 05701

	By:

		Name:
<PARTICIPANT NAME>		Title:

By accepting this Award, the Participant hereby (i) acknowledges that a copy of the Plan and a copy of the Plan prospectus have been delivered to the Participant and additional copies thereof are available upon request from the Company’s Human Resources Department, (ii) acknowledges receipt of a copy of this Cover Sheet and Exhibit A thereto (collectively, the “Agreement”) and accepts the Award subject to all the terms and conditions of the Plan and the Agreement; (iii) represents that the Participant has read and understands the Plan, the Plan prospectus and the Agreement, and (iv) acknowledges that there are tax consequences related to the Award and that the Participant should consult a tax advisor to determine his or her actual tax consequences. The Participant must accept this Award by signing and returning it to the

Company within 30 days following notification of the grant, whereupon the Company will countersign the Award and return it to the Participant; otherwise, the Company may, in its sole discretion, rescind the Award in its entirety.

EXHIBIT A

CASELLA WASTE SYSTEMS, INC.

Casella Waste Systems, Inc. 2006 Stock Incentive Plan

Performance Share Unit Agreement

Terms and Conditions

1. Grant of Performance Share Units .

The Award is granted pursuant to and is subject to and governed by the Plan and the terms of this Agreement. It is a form of “ Restricted Stock Unit ” as defined in the Plan. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the same meaning as in the Plan. The shares of Common Stock that are issuable after the Performance Share Units have been earned are referred to in this Agreement as “ Shares .” The Performance Share Units shall be granted to the Participant without payment of consideration (other than continuing services).

2. Range of Earned Performance Share Units .

Depending on the Company’s financial performance as provided in Section 3, the Participant may earn up to the Maximum Performance Share Units (between <PERCENT> and <PERCENT> of the Target Performance Share Units).

3. Determination of Earned Performance Share Units

(a) Performance Goal . The performance goal is based on <MEASURE> , with the targets for the initial Performance Period ( <DATE> to <DATE> ), set as follows:

	<MEASURE>	Targeted Payout Percentage
Threshold	<PERCENT>	<PERCENT>
Targeted	<PERCENT>	<PERCENT>
Maximum	<PERCENT>	<PERCENT>

(b) No shares will be earned for a Performance Period if the <MEASURE> for the Performance Period is below the threshold number indicated above. For purposes of this determination, the <MEASURE> shall be rounded to two decimal points, with the thousandth decimal point rounded upwards if at 0.005 or higher. If the <MEASURE> is between two stated percentages above, the Payout Percentage will be prorated accordingly.

(c) For purposes of this Agreement:

<DEFINITION OF MEASURE>

The elements of each financial measure are as defined in the financial statements, notes to the financial statements, management’s discussions and analysis, or other Company filings with the Securities and Exchange Commission.

4. Cessation of Business Relationship .

(a) Continuous Service Relationship . If the Participant’s continuous service to the Company or one of its Affiliates as an Employee or Director (a “ Business Relationship ”) ceases for any reason before the end of the Performance Period, the Performance Share Units will be forfeited, except as provided in this Section. The Participant’s Business Relationship shall be deemed to have ceased on the last day of active service to the Company or an Affiliate and shall not be extended by any notice of termination period. For purposes hereof, a Business Relationship shall not be considered as having ceased during any leave of absence if such leave of absence has been approved in writing by the Company. Any change in the type of Business Relationship the Participant has within or among the Company and its Affiliates shall not result in the forfeiture of the Performance Share Units so long as the Participant continuously maintains a Business Relationship.

(b) Death or Disability; Termination without Cause; Resignation for Good Reason . If the Participant’s Business Relationship ceases during the Performance Period as a result of the Participant’s (i) death, (ii) Disability, (iii) termination of the employment without Cause or (iv) resignation for Good Reason, the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) shall be entitled to payment of a pro rata portion of the Performance Share Units, based on the number of days elapsed in the Performance Period prior to the cessation of the Business Relationship. The number of Performance Share Units for this purpose shall be determined after the Performance Period based on <MEASURE> for the period.

(c) Definitions . For purposes of this Section:

(i) “ Beneficiary ” shall mean the last person or persons designated as such by the Participant in writing prior to the Participant’s death. If no such person survives the Participant, the Beneficiary shall be the Participant’s estate.

(ii) “ Cause ” shall mean any of the following with respect to the Participant, his or her

A. being convicted of a crime involving the Company (other than pursuant to actions taken at the direction or with the approval of the Board),

B. being found by reasonable determination of the Company, made in good faith, to have engaged in (1) willful misconduct that has a material adverse effect on the Company, (2) willful or gross neglect that has a material adverse effect on the Company, (3) fraud, (4) misappropriation or (5) embezzlement in the performance of his duties hereunder, or

C. having breached in any material respect the material terms and provisions of his or her employment agreement or any other material contract between the Participant and the Company and failed to cure such breach within 15 days following written notice from the Company specifying such breach;

provided that the termination for Cause requires a written notice given to the Participant at any time following the occurrence of any of the events described in clauses A and B above and on written notice given to the Participant at any time not less than 60 days following the occurrence of any of the events described in clause C above.

(iii) “ Disability ” shall have the meaning provided under Treasury Regulation Section 1.409A-3(i)(4)(i) and (iii).

(iv) “ Good Reason ” shall mean the occurrence of (x) a Change in Control, accompanied by, or followed within the twelve-month period after a Change in Control by,: (y) (i) a material breach by the Company of this Agreement or any applicable employment agreement, (ii) a material diminution in the duties, title or responsibilities of the Participant, or (iii) a material diminution in the Participant’s base compensation. However, in no event shall the Participant be considered to have resigned for “Good Reason” unless the Participant delivers a written notice of resignation to the Board identifying in reasonable detail the acts or omissions constituting “Good Reason” within 90 days following the acts or omissions, and such acts or omissions are not cured by the Company within 30 days of the receipt of such notice and the Participant acts on his or her resignation within six months following the occurrence giving rise to a Good Reason.

5. Payment .

(a) Within 60 days following the Committee’s certification in writing of the Performance Share Units earned, the Company shall distribute to the Participant (or to the Participant’s Beneficiary in the event of death) the Shares represented by Performance Share Units that were earned, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; provided , however , that the Shares shall be distributed no later than the 15th day of the third month following the

later of (x) the end of the calendar year in which the Performance Period ends or (y) the end of the Company’s taxable year in which the Performance Period ends; provided further, however , that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A ( “Section 409A” ) of Internal Revenue Code of 1986, and the regulations, including the proposed regulations thereunder (the “ Code ”) without the payment becoming subject to, and being treated as “nonqualified deferred compensation” within the meaning of Section 409A (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any earned Performance Share Units shall be made in whole Shares. Earned Performance Share Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution.

(b) The Company shall not be obligated to issue Shares to the Participant upon the earning of any Performance Share Units unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed.

(c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A.

6. Option of Company to Deliver Cash .

Notwithstanding any of the other provisions of this Agreement, at the time when any Performance Share Units are payable pursuant to Sections 5 or 11, the Company may elect, in the sole discretion of the Committee, to deliver to the Participant in lieu of the Shares represented by Performance Share Units that are then payable an equivalent amount of cash (determined by reference to the closing price of the Shares on the principal exchange on which the Shares trade on the applicable payment date or if such date is not a trading date, on the next preceding trading date). Such payments shall be made no later than the deadline set forth in Section 5(a) hereof. If the Company elects to deliver cash to the Participant, the Company is authorized to retain such amount as is sufficient to satisfy the withholding of Tax-Related Items (as defined in Section 12 hereof).

7. Restrictions on Transfer .

(a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Performance Share Units, either voluntarily or by

operation of law. Any attempt to dispose of any Performance Share Units in contravention of the above restriction shall be null and void and without effect.

(b) The Company shall not be required (i) to transfer on its books any of the Performance Share Units that have been transferred in violation of any of the provisions set forth herein or (ii) to treat as the owner of such Performance Share Units any transferee to whom such Performance Share Units have been transferred in violation of any of the provisions contained herein.

8. No Obligation to Continue Business Relationship. Neither the Plan, this Agreement, nor the grant of the Performance Share Units imposes any obligation on the Company or its Affiliates to have or continue a Business Relationship with the Participant.

9. No Rights as Stockholder . The Performance Share Units represent an unfunded, unsecured promise by the Company to deliver Shares or the value thereof in accordance with the terms of this Agreement. The Participant shall have no rights as a shareholder with respect to the Shares underlying the Performance Share Units. The Participant shall have no right to vote or receive dividends with respect to any Shares underlying the Performance Share Units unless and until such Shares are distributed to the Participant.

10. Adjustments for Capital Changes .

The Plan contains provisions covering the treatment of Restricted Stock Awards in a number of contingencies such as stock splits and mergers. Provisions in the Plan for such adjustments are hereby made applicable hereunder and are incorporated herein by reference.

11. Change in Control .

(a) Upon a Change in Control of the Company during the Performance Period, Performance Share Units shall be vested as though the maximum <MEASURE> had been satisfied as of such date, and paid within five business days of a Change in Control; provided that if such payment would result in the imposition of a tax under Section 409A then such payment shall be made in accordance with Section 5(a) above, following the end of the fiscal year in which such Change in Control occurs.

(b) For purposes of this Agreement, a “ Change in Control ” means any of the following events:

(i) “ Change in Control ” means any of the following events:

A. Any “ person ,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (a “ Person ”) or “ Group ” (within the meaning of Rule 13d-5 of the Exchange Act and Treas. Reg. § 1.409A-3(i)(5)(B)), is or becomes the “ beneficial owner ,” as defined in Rule 13d-3 under the Exchange Act (a “ Beneficial Owner ”), directly or indirectly, of

securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding voting securities, by acquisition or through merger, consolidation, or reorganization;

B. Individuals who, at the beginning of any 12 month period, constitute the Board of Directors of Company (the “ Incumbent Board ”), cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, is approved by a vote of at least a majority of the directors shall, for the purposes of this Agreement, be considered as though such person were a member of the Incumbent Board of the Company (provided that this clause B does not apply if a majority shareholder of the Company is another corporation); or

C. The consummation of a sale or other disposition by the Company of all or substantially all (i.e., at least 85%) of the Company’s assets to a person or Group (each as defined in clause A within a 12 month period ending on the then most recent disposition of assets. There is no Change in Control event under this clause C when the transfer is to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to such shareholder’s stock; (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) a person, or more than one person acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (iv) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in subclause (iii).

Notwithstanding the preceding provisions of this definition, a Change in Control shall not be deemed to have occurred if the Person described in the preceding provisions of this definition is (1) an underwriter or underwriting syndicate that has acquired the ownership of any of the Company’s then outstanding voting securities solely in connection with a public offering of the Company’s securities, (2) any subsidiary of the Company or (3) to the extent permitted by Section 409A, an employee stock ownership plan or other employee benefit plan maintained by the Company (or any of its subsidiaries) that is qualified under the provisions of the Code. In addition, no Change in Control shall have occurred unless the transaction or series of transactions results in a Change in Control within the meaning of Code Section 409A and the regulations thereunder. This Change in Control definition shall be interpreted in a manner that is consistent with Code Section 409A and the regulations thereunder,

including with respect to any applicable limitations on the kinds of events that would constitute a Change in Control.

12. Withholding Taxes .

(a) Regardless of any action the Company and/or the Affiliate employing the Participant (the “ Employer ”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax or other tax-related items (“ Tax-Related Items ”), the Participant hereby acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant with respect to the Participant’s Award of Performance Share Units, earning of the Performance Share Units, or the issuance of Shares (or payment of cash) in settlement of earned Performance Share Units is and remains the Participant’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Units, including the award of the Performance Share Units, the earning of the Performance Share Units, the issuance of Shares (or payment of cash) in settlement of the Performance Share Units, the subsequent sale of Shares acquired at earning and the receipt of any dividends and or Dividend Equivalents; and (ii) do not commit to structure the terms of the Award or any aspect of the Performance Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b) Prior to the relevant tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer with respect to Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, in their sole discretion and without any notice to or authorization by the Participant, to withhold from the Shares being distributed under this Award upon the determination of earned Performance Share Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or Employer with respect to such Award, provided that the Company only withholds the number of Shares necessary to satisfy the minimum withholding obligation amount. If the Company satisfies the withholding obligation for Tax-Related Items by withholding a number of Shares being distributed under the Award as described above, the Participant hereby acknowledges that the Participant is deemed to have been issued the full number of Shares subject to the Award of Performance Share Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Award, earning and/or settlement of the Performance Share Units. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld

shall be rounded up to the next nearest number of whole Shares. If, solely due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant.

(c) Alternatively, or in addition, the Company may (a) only to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions, instruct the broker whom it has selected for this purpose to sell on the Participant’s behalf, the Shares to be issued upon the earning or settlement, as applicable, of the Participant’s Performance Share Units to meet the withholding obligation for Tax-Related Items, and/or (b) withhold all applicable Tax-Related Items legally payable by Participant from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer.

(d) Finally, the Participant hereby acknowledges that the Participant is required to pay to the Employer any amount of Tax-Related Items that the Employer may be required to withhold as a result of the Participant’s Award of Performance Share Units, earning of the Performance Share Units, or the issuance of Shares (of payment of cash) in settlement of earned Performance Share Units that cannot be satisfied by the means previously described. The Participant hereby acknowledges that the Company may refuse to deliver the Shares in settlement of the earned Performance Share Units to the Participant if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this Section. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

(e) The Participant has reviewed and understands the tax withholding and payment obligations as set forth in this Agreement and understands that the Company is not providing any tax advice and that the Participant should consult with Participant’s own tax advisors on the U.S. federal, state, foreign and local tax and non-U.S. tax consequences of this investment and the transactions contemplated by this Agreement.

13. Nature of Grant .

In accepting the Performance Share Units, Participant acknowledges that: (a) the grant of the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Units, or benefits in lieu of Performance Share Units even if Performance Share Units have been granted repeatedly in the past; (b) all decisions with respect to future awards of Performance Share Units, if any, will be at the sole discretion of the Company; (c) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (d) in consideration of the award of Performance Share Units, no claim or entitlement to

compensation or damages shall arise from termination of the Performance Share Units or any diminution in value of the Performance Share Units or Shares received when the Performance Share Units are earned resulting from the Participant’s termination of employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local employment laws), and Participant irrevocably releases the Company and/or the Affiliate from any such claim that may arise; (e) in the event of involuntary termination of Participant’s employment (whether or not in breach of local employment laws), Participant’s right to receive Performance Share Units and vesting under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law or contract, and the Company shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Performance Share Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares; and (g) Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

14. Miscellaneous .

(a) Notices . All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Participant, to the address set forth on the cover sheet or at the most recent address shown on the records of the Company, and if to the Company, to the Company’s principal office, attention of the Corporate Secretary.

(b) Entire Agreement; Modification . This Agreement (including the cover sheet) and the Plan constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded by the Committee as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law or other applicable rules, including, without limitation, the rules of the stock exchange on which the Shares are listed. If the Committee determines that the Award terms could result in adverse tax consequences to the Participant, the Committee may amend this Agreement without the consent of the Participant in order to minimize or eliminate such tax treatment.

(c) Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

(d) Severability . The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

(e) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Participant and the successors and assigns of the Company.

(f) Participant’s Acceptance . The Participant is urged to read this Agreement carefully and to consult with his or her own legal counsel regarding the terms and consequences of this Agreement and the legal and binding effect of this Agreement. By virtue of his or her acceptance of this Agreement, the Participant is deemed to have accepted and agreed to all of the terms and conditions of this Award and the provisions of the Plan, including as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award.

(g) Section 409A . This Agreement, the Performance Share Units and payments made pursuant to this Agreement are intended to comply with or qualify for an exemption from the requirements of Section 409A and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision of this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement to ensure that all Performance Share Units are awarded in a manner that qualifies for exemption from or complies with Section 409A, provided, however, that the Company makes no undertaking to preclude Section 409A from applying to this Award of Performance Share Units. Any payments described in this Section 13(g) that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent any portion of any payment, compensation or other benefit provided to the Participant in connection with his employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Participant hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “ New Payment Date ”)), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. Notwithstanding the foregoing, the Company, its Affiliates, Directors, Officers and Agents shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant, or for any action taken by the Committee.

(h) Governing Law/Choice of Venue . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of the conflicts of laws thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties, evidenced by this Award or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Vermont and agree that such litigation shall be conducted only in the courts of Rutland County, Vermont, or the federal courts for the United States for the District of Vermont, and no other courts, where this Award is made and/or to be performed.

(i) Administrator Authority . The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Share Units have been earned). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons.

EXHIBIT 31.1

CERTIFICATION

I, John W. Casella, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casella Waste Systems, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 4, 2008

	By: /s/ John W. Casella
	John W. Casella Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Paul J. Massaro, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casella Waste Systems, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 4, 2008

	By: /s/ Paul J. Massaro
	(Principal Financial and Accounting Officer and Duly Authorized Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Casella Waste Systems, Inc. (the “Company”) for the period ended July 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John W. Casella, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 4 , 2008

	By: /s/ John W. Casella
	John W. Casella Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Casella Waste Systems, Inc. (the “Company”) for the period ended July 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Paul J. Massaro, Principal Financial and Accounting Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 4, 2008

	By: /s/ Paul J. Massaro
	(Principal Financial and Accounting Officer and Duly Authorized Officer)