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Correspondence Letter

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Portions of this document marked [*] are requested to be treated confidentially.

 Mr. Rufus Decker

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7561

Re:

Waste Industries USA, Inc.

Form 10-K for the year ended December 31, 2004

File No. 0-31050

 Dear
Mr. Decker:

 We have reviewed your comment letter dated May 5,
2005 regarding the above-referenced filing. Our response to each comment is shown below. For the Staff’s convenience, our responses follow the headings and numbered paragraphs of the comment letter. As suggested in Comment 1 of the comment
letter, to the extent practical, we have included suggested revisions in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and intend to include these revisions in our future filings, if applicable.

 Comment 2 – Contracts Program

 SEC Staff Comment

 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 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.

 001

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Management Response

 On page 24 of our most recently filed Form 10-Q under Part I, Item 2 under
the heading, Results of Operations – General, we discuss the types of contracts we enter into and the general terms of these contracts as follows:

 Municipal contracts in our existing markets are typically awarded, at least initially, on a competitive bid basis and
thereafter on a bid or negotiated basis and usually range in duration from one to five years. Municipal contracts generally provide consistent cash flow during the term of the contracts.

 We expanded our disclosure on page 24 of our most recently filed Form 10-Q to indicate that increases in ‘fuel and
other operating costs’ may reduce the contract’s profitability and that we generally include in our contracts provisions for price increases, sometimes tied to an index, to recoup some of such costs as follows:

 While longer-term contracts can provide more consistent cash flow, increases
in the cost of fuel and other operating costs during the contract’s term could reduce the contract’s profitability. To minimize this risk, we generally include price increases in our longer-term contracts. However, our ability to pass on
price increases is sometimes limited by the terms of our contracts. Long-term solid waste contracts typically contain a formula, generally based on a predetermined published price index such as the Consumer Price Index, for automatic adjustment of
fees, generally, on an annual basis, to cover increases in some, but not all, operating costs. These fee increases are recognized as revenue when earned (as the service is provided).

 These contract provisions are heavily negotiated. We do not believe that it is appropriate to disclose each type of cost we
may or may not have the ability to pass on as this varies by contract and would be a competitive disadvantage, if disclosed. We may be unable to pass on increases in labor, fuel and maintenance costs and increases in tipping fees paid to landfills
either in whole or in part. We did not include a discussion of the types of cost increases that cannot be passed on to our customers, as we do not deem them to be significant or we believe investors would not expect us to be able to pass on such
costs.

 We will expand our disclosure of the Company’s accounting policy
with regard to long-term solid waste collection contracts in future Form 10-K filings. Please see our response to Comment No. 10 for details of our revised accounting policy disclosure.

 Comment 3 – Landfill Capping, Closure and Post-Closure

 SEC Staff Comment

 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.

 002

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Management Response

 In our Form 10-K for the year ended December 31, 2003, we stated that our
estimated total costs for capping, closure, final closure of our operating facilities and post-closure monitoring costs were $90.0 million. In our Form 10-K for the year ended December 31, 2004, we disclosed that the 2003 liability was $6.2 million
(the balance sheet liability at that time). The $90.0 million amount represented our estimated liability, on an unadjusted basis for inflation and discounting, had we filled all available airspace in our landfills (permitted and
non-permitted) and incurred closure/post-closure liabilities for all existing landfills; however, that $90.0 million estimated amount was not reflective of our obligation as of that date. The $6.2 million recorded liability as of December 31, 2003
was determined based on our airspace consumed as of that date (as the landfill was filled) and is an estimate of our obligation as of that date.

 The Company has recorded its estimated closure/post-closure liabilities on a consistent basis since the adoption of Statement of Financial Accounting
Standards No. 143 in January 2003. The Company’s disclosure approach has remained consistent, as reflected on page 18 of our most recently filed Form 10-Q under Note 9 to our unaudited financial statements as follows:

 While the precise amounts of these future obligations cannot be determined,
the Company provides accruals for these estimated costs as the remaining permitted airspace of landfills is consumed. The Company’s estimate of these costs considers when the costs would actually be paid and factors in inflation and discount
rates. At December 31, 2004 and March 31, 2005, the Company had accrued approximately $5.3 million and $5.6 million for such costs.

 We eliminated the disclosure of the estimated total future costs for capping, closure and post-closure costs for our landfills in the Form 10-K that we
filed for 2004 because we believe the actual liability incurred as of each balance sheet date based on airspace consumed to date is more meaningful to the readers of our financial statements and is consistent with industry disclosure standards.

 Comment 4 – Results of Operations

 SEC Staff Comment

 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.

 003

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Management Response

 On page 29 of our most recently filed Form 10-Q in Item I, Part 2 under the
heading, Results of Operations – Revenues, we include discussion of the financial impact of acquisitions and dispositions on our period- over-period revenue growth for the periods presented. We also indicate the number of
acquisitions and dispositions by year impacting this growth in the following disclosure:

 Revenue related to the effect of businesses acquired, offset by the disposition of businesses, during the year ended December 31, 2004, and three businesses acquired during the first quarter of 2005 resulted in a net
revenue increase of approximately $1.3 million for the three-month period ended March 31, 2005. Of the businesses acquired and sold, nine were acquired in 2004, three were acquired in 2005, and three were sold in 2004.

 A significant number of our recent acquisitions are “tuck-in”
acquisitions, where we acquired a small solid waste collection company, a division of a company or customers of a company located in our existing market area, and integrate the acquired operations or customers into the operations of one of our
existing branch facilities. In such cases, separate records of the related operations are not maintained; therefore, it is difficult to determine with reasonable precision the impact of the acquisitions on expenses and net income.

 Comment 5 – Liquidity and Capital Resources

 SEC Staff Comment

 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 upon 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.

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 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Management Response

 The point to our disclosure in our 2004 Form 10-K is that municipalities
consider recycling important and so we continue to offer these services even though they represent a small percentage of our revenues. We will modify our disclosure in future filings to include the following language:

 We do not believe that our recycling services revenue is material, nor do we
currently expect this revenue stream to be material to our results from operations, cash flows or capital expenditures in the foreseeable future.

 Comment 6 – Liquidity and Capital Resources

 SEC Staff Comment

 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.

 Management Response

 This statement was meant to convey that we strive to obtain these types of
contracts as part of our regular business. We have not made extraordinary efforts in any particular quarter or year to increase these contracts. We expect to exclude this language accordingly in future filings.

 Comment 7 – Liquidity and Capital Resources

 SEC Staff Comment

 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.

 005

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 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).

 Management Response

 At the time we filed our Form 10-K for the year ended December 31, 2004, we had not yet finalized our capital expenditure planning for 2005, were in the
process of seeking an amendment to two of our credit facilities to allow for additional capital expenditures, and therefore refrained from discussing expected expenditures for those reasons. We have included the following discussion of our
anticipated capital expenditures for fiscal 2005 in our most recently filed Form 10-Q at page 33 under Part I, Item 2 under the heading Liquidity and Capital Resources (see below) and will update our liquidity section in future 10-Q
filings to address significant changes in our expectations.

 We currently expect capital expenditures for 2005 to be approximately $38.0 to $39.0 million, compared to $32.2 million in 2004. In 2005, $14.0 million of the expected capital expenditures are earmarked for landfill site and cell
construction. We expect to fund our planned 2005 capital expenditures principally through internally generated funds and borrowings under existing credit facilities. As an owner and potential acquirer of additional new landfill disposal facilities,
we might also be required to make significant expenditures to bring newly acquired disposal facilities into compliance with applicable regulatory requirements, obtain permits for newly acquired disposal facilities or expand the available disposal
capacity at any such newly acquired disposal facilities. The amount of these expenditures cannot be currently determined because they will depend on the nature and extent of any acquired landfill disposal facilities, the condition of any facilities
acquired and the permitting status of any acquired sites. We expect we would fund any capital expenditures to acquire solid waste collection and disposal businesses, to the extent we could not fund such acquisitions with our common stock, and any
regulatory expenses for newly acquired disposal facilities through borrowings under our existing credit facilities.

 We will expand our disclosure in future filings as follows: We currently expect expenditures for capping, closure and post-closure in 2005 to be
approximately $xx million, compared to $xx million in 2004. We expect to fund our planned 2005 expenditures principally through internally generated funds and borrowing under existing credit facilities.

 Comment 8 – Financial Statements and Supplementary Data

 SEC Staff Comment

 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.

 006

 FOIA Confidential Treatment Request

 Confidential Treatment Requested by Waste Industries USA, Inc.

 Management Response

 Both of these reportable conditions were disclosed in Item 9A because, if left unaddressed,
these conditions have the potential to cause a material misstatement of our financial statements. The amount of adjustments recorded in our 2004 financial statements relating to prior years was not material to any quarter or year.

 The table below details the impact the recorded amounts had on line items in
the 2004 financial statements and the portion of the recorded amounts which related to prior years. The amounts recorded increased (decrea