SecProbe.io

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Mail Stop 0510

      May 5, 2005

Via U.S. mail and facsimile

Jim W. Perry, President and Chief Executive Officer
Waste Industries USA, Inc.
3301 Benson Drive, Suite 601
Raleigh, NC  27609

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 0-31050

Dear Mr. Perry:

		We have reviewed this filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings beginning, to the extent
practical,
with your Form 10-Q for the quarter ended March 31, 2005.

Item 1. Business

Contract Program, page 8
2. Your disclosure states that you currently have 221 municipal
contracts that represent approximately $79.0 million of revenue
annually.  Please expand your disclosure to discuss the types of
contracts you enter into and the general terms of these contracts.
Additionally, you disclosed on page 27 that your ability to pass
on
cost increases can be limited by the terms of your contracts.
Please
disclose the types of costs you are able and unable to pass on to
your customers.  If the costs you are unable to pass along to your
customers are significant, please include a discussion regarding
them
in your MD&A.

Landfill Capping, Closure and Post-Closure Costs, page 13
3. Your disclosure on page 11 in your Form 10-K for the year ended
December 31, 2003 stated that your estimated total costs for
capping,
final closure of your operating facilities and post-closure
monitoring costs were $90.0 million.  Your balance sheet at that
date
reflected a liability of $6.2 million.  However, your current
disclosure indicates that you now estimate these costs to be $5.3
million, as shown in note 7.  Please expand your disclosure here
and
in the remainder of your document to discuss the facts and
circumstances that lead to the apparent $84.7 million decrease in
your estimate for these costs.  Please provide us with your
computations that adjust the gross amount of $90.0 million to $6.2
million reflected in the December 31, 2003 balance sheet.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 31
4. You have disclosed in note 2 to the financial statements
numerous
transactions relating to acquisitions and dispositions.  In future
filings, please revise your MD&A to disclose separately the impact
the acquisitions and dispositions had on revenue, expenses, and
earnings in the year in which the acquisitions or dispositions
occurred and in the succeeding year.

Liquidity and Capital Resources, page 35
5. You disclosed on page 25 that revenue attributable to your
recycling services was 2% of revenue for each of the periods 2004,
2003, and 2002.  On page 10 you stated that you believe recycling
will continue to be an important component of local and state
waste
management plans as a result of the public`s increasing
environmental
awareness and expanding regulations mandating or encouraging waste
recycling.  Based on this, if material please expand your
disclosure
to discuss your expectations of future revenue relating to this
revenue stream, including, but not limited to how it has or may
impact the following:
* results of operations,
* cash flows, and
* capital expenditures.
6. You disclosed on page 10 that you have increased efforts to win
additional contracts to manage comprehensive disposal services for
large corporations and municipalities.  Please expand your
disclosure
to discuss the effects your increased efforts have had and the
impact
you reasonably expect these efforts to have on your results of
operations and cash flows.
7. You disclosed that you could not determine what your capital
expenditures would be for 2005 due to a number of factors.
Although
estimates relating to your planned expenditures may change, please
expand your disclosure to provide your best estimate regarding the
proposed amounts you expect to pay in 2005 relating to the
following:
* capital expenditures and
* landfill capping, closure and post-closure costs.
Discussions in your liquidity section of future Form 10-Q filings
should be used to address significant changes to forecasts
relating
to these expenditures.  Refer to Item 303(a)(2).

Item 8. Financial Statements and Supplementary Data
8. Your Item 9A disclosure indicates that Deloitte & Touche LLP
noted
reportable conditions relating to inadequate analysis of deferred
income tax balances and changes in your income tax provision and
inadequate accounting for lease agreements including
capitalization
and expense recognition.  Please tell us what effects these
reportable conditions had on your current and prior financial
statements.  In your response, please include amounts recorded in
the
current year relating to prior years and the corresponding line
items
these amounts were recorded to in your financial statements.

Statements of Cash Flows, page F-6
9. Please present the cash inflows and outflows related to
operating
assets and liabilities and other noncurrent assets and liabilities
on
a gross basis.  Otherwise, please explain to us how they meet the
criteria in SFAS 95 for netting. Only cash flows stemming from
investments, loans and debt with original maturities of three
months
or less may be reported on a net basis.

1. Basis of Presentation and Accounting Policies

r. Revenue Recognition and Deferred Revenue, page F-13
10. You disclosed on page 27 that your long-term sold waste
collection contracts typically contain a formula, generally based
on
a predetermined published price index, for automatic adjustment of
fees.  Please expand your disclosure to discuss the accounting
treatment and guidance you used relating to these increases and
the
effects it had on revenue recognition.  Additionally, you
disclosed
that your ability to pass on cost increases can be limited by the
terms of your contracts.  Please also expand your disclosure to
discuss your policy and accounting treatment for contracts in
which a
loss exists, including how these are identified and when these
losses
are recorded.

2. Business Acquisitions and Disposition, page F-15
11. Please provide us with further information regarding the
transactions with Allied Waste Industries on August 1, 2003 and
Waste
Connections on December 1, 2004 including, but not limited to the
following for each of the transactions:
* a full description of each transaction,
* a summary of the conclusions of the third party evaluations, and
* information that supports and explains in greater detail your
o allocation of purchase price and
o allocation of disposal costs.
12. You disclosed on page F-18 that the unaudited pro forma
results
of operations include the preceding transactions described within
the
note.  Please revise your disclosure to include in which
acquisitions
are included in each year presented.  Also, please clarify how you
reflected the dispositions described on pages F-15 and F-16 in
your
pro forma results of operations.  Refer to paragraph 54 of SFAS
141
and SFAS 144.

3. Property and Equipment, page F-18
13. Please expand your disclosure to separately disclose the
amounts
relating to the following:
* containers and
* collection vehicles.
Please also include in your disclosure and in Item 2. whether you
own
or lease the collection vehicles.

4. Intangible Assets, page F-19
14. Please provide us with an analysis of your goodwill balance,
which includes the following:
* the date of the acquisition,
* the name of the company acquired,
* the amount of goodwill recorded, and
* the total purchase price related to the acquisition.
15. Your net carrying value of your other intangible assets
totaled
$4.2 million as of December 31, 2003.  In addition, your
disclosure
indicates that the fair value of other intangible assets acquired
during 2004 totaled $1.5 million and assets disposed of totaled
$2.6
million.  Amortization expense for 2004 totaled $0.8 million and
the
net carrying value of your other intangible assets totaled $4.8
million as of December 31, 2004.  Please expand your disclosure to
discuss the nature of the remaining $2.5 million.

5. Long-Term Debt, page F-20
16. You disclosed your debt facilities require you to maintain
certain financial ratios and limit your capital expenditures and
indebtedness.  Please expand your disclosure to indicate whether
you
were in compliance with these debt covenants for each of the
periods
presented.

Item 9A. Controls and Procedures, page 41
17. You disclosed that Deloitte & Touche LLP noted matters
involving
your internal controls to be reportable conditions and together a
material weakness.  Please expand your disclosure to discuss how
these internal controls affected your disclosure controls.  Please
also disclose what changes you have made to your disclosure
controls
as a result of the reportable conditions discussed above.

Cover
18. The cover page of your Form 10-K shows Commission File No. 0-
22417.  That is the file number of Waste Industries, Inc., which
filed a Form 15 on April 23, 2001.  The correct file number for
Waste
Industries USA, Inc. is 0-31050.  Please use the correct file
number
in all future filings.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, Nathan Cheney, Assistant Chief Accountant, at
(202)942-1804.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Jim W. Perry
May 5, 2005
Page 1 of 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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