SecProbe.io

CORRESP
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  237 Park Avenue

  New York, New York

  10017.3142 USA

  Tel 212.880.6000

  Fax 212.682.0200

  www.torys.com

  March 17,
  2010

By Hand & Via Edgar

Pamela Long

Assistant
Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

  Re:

  IESI-BFC Ltd.

  Registration Statement on Form F-4

  Filed January 19, 2010

  File No. 333-164402

Dear Ms. Long:

On behalf of our client, IESI-BFC Ltd. (the “Company”),
we are responding to the comments of the staff of the Securities and Exchange
Commission (the “Staff”) set forth in its letter of February 17,
2010 to Keith A. Carrigan, Vice Chairman and Chief Executive Officer of the
Company (the “Comment Letter”), with respect to the Company’s Registration
Statement on Form F-4, File No. 333-164402, filed on January 19,
2010 (the “Registration Statement”).

On the date hereof, the Company has filed Amendment No. 1
to the Registration Statement (“Amendment No. 1”) incorporating the
revisions described herein.  To assist
the Staff in reviewing this letter, we will separately deliver to you and Ms. Haywood,
by hand, a copy of this letter, along with a marked copy of Amendment No. 1
showing changes against the Registration Statement as originally filed on January 19,
2010.  If you would like to receive
additional copies of any of these materials, please do not hesitate to contact
us.

To facilitate the Staff’s review, we have included
in this letter the captions and numbered comments in bold text and have
provided the Company’s responses immediately following each numbered
comment.  Unless otherwise noted, page references
in the text of this letter correspond to the pages in Amendment No. 1.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Amendment No. 1.

General

1.                                       Please note that we may have comments on the legal
opinion, preliminary proxy card and other exhibits once they are filed.  Please understand that we will need adequate
time to review these materials before effectiveness.

Response.

The Company has asked us to advise the Staff that Exhibit 5.1
(opinion of Torys LLP as to the validity of the common shares of IESI-BFC Ltd.
being registered), Exhibit 8.1 (opinion of Akin Gump Strauss Hauer &
Feld LLP as to certain United States federal income tax matters), Exhibit 8.2
(opinion of Torys LLP as to certain United States federal income tax matters), Exhibit 8.3
(opinion of Torys LLP as to certain Canadian income tax matters) and Exhibit 99.1
(form of proxy card for the Waste Services, Inc. special meeting of stockholders)
have now been filed with Amendment No. 1.
In addition, the Company has filed a Waiver, dated as of January 8,
2010 (the “Waiver”), as Exhibit 99.2 to Amendment No. 1.  The Company does not intend to file any
additional exhibits to the Registration Statement.

Calculation
of Registration Fee Table

2.                                       We note that the sum of the shares in footnote 1 does
not equal the amount of shares to be registered in the table.  Please revise or explain to us why the
numbers are different.

Response.

The Company has revised the “Calculation of Registration Fee” table,
which appears on the cover page of Amendment No. 1, to register
35,688,692 shares of Company common stock which represents the sum of (a) and
(b) in footnote 1 to the table.

3.                                       Please clarify whether the 5,753,740 shares you refer
to in footnote (1)(b) of the fee table are intended to cover any
additional shares that may be issued as a result of an exchange ratio
adjustment for an excessive decline in IESI-BFC’s share price.  Your current statement that these shares may
be issuable in IESI-BFC’s “sole discretion” does not seem to be consistent with
your disclosures about the merger agreement’s requirement to adjust the ratio
in this circumstance.  We understand that
while IESI-BFC originally had the discretion to provide the additional
consideration in the form of cash or stock or both, it later irrevocably waived
its right to pay in cash.

Response.

The Company has asked us to advise the Staff that the 5,753,740 shares
referred to in footnote (1)(b) of the “Calculation of Registration Fee”
table are intended to

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cover any additional shares that the Company may decide to issue in the
event of a disproportionate decline in the Company’s stock price, as calculated
in accordance with Section 6.3.5 of the Merger Agreement.

Pursuant to Section 6.3.5 of the Merger Agreement, the Company is
not obligated to issue any such additional shares and Waste Services Inc.’s (“WSI”)
termination of the agreement under the circumstances specified in Section 6.3.5
does not trigger any obligation by the Company to pay damages to WSI.  As such, the issuance of any such additional
shares is at the “sole discretion” of the Company.

The Company has revised the disclosure on pages 6, 7 and 86 of
Amendment No. 1 to clarify the circumstances under which any such
additional shares may be issued.

The Company further confirms to the Staff that it signed a Waiver, in
which it waived its right to provide any additional consideration (under the
circumstances of Section 6.3.5 of the Merger Agreement) in the form of
cash.  The Waiver is filed as Exhibit 99.2
to Amendment No. 1.

Letter to WSI
Shareholders

4.                                       Please ensure that the letter to WSI shareholders,
which also serves as a cover page for the prospectus, contains all of the
information required by Item 501 of Regulation S-K.  In this regard, please disclose the total
number of shares being offered by IESI-BFC in the merger.

Response.

The Company has revised the letter to WSI stockholders to contain all
of the information required by Item 501 of Regulation S-K, including the
maximum number of shares that the Company expects to offer in the merger.

Inside Front
Cover Page of the Prospectus

5.                                       Please disclose (1) that the prospectus
incorporates important business and financial information and (2) that
this information is available without charge, as required by Item 2(1) and
(2) of Form F-4.

Response.

The Company has revised the inside front cover page of the
prospectus to provide the information required by Item 2(1) and (2) of
Form F-4.

Merger
Consideration, pages 6 and 85

6.                                       Where you discuss the adjustment to the exchange ratio
to compensate for an excessive decline in the IESI-BFC share price, please
state the share prices that

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would trigger an adjustment where possible.  For example, please give the actual closing
share price on November 10, 2009, and if true, clarify that no adjustment
to the share price will be made until the IESI-BFC share price drops below
$10.64 (80% of the $13.31 closing share price on November 10, 2009).

Response.

The Company has revised the disclosure on pages 6 and 7 of Amendment
No. 1 in response to the Staff’s comment.

7.                                       We understand that WSI is not required to complete the
merger if IESI-BFC does not increase the merger consideration following a share
price decline as described in this section.
Please clarify whether IESI-BFC has an obligation to increase the
consideration, such that it would be in breach of the agreement if it failed to
pay the increased consideration, and whether it would be required to pay WSI a
termination fee if WSI was unwilling to complete the merger absent the
adjustment.  Please also clarify what WSI’s
intentions are if IESI-BFC does not increase the consideration in this
case.  For example, are there
circumstances under which WSI would waive this condition?  If so, would WSI resolicit the shareholder
vote?  Please also consider whether any
risk factor disclosure is appropriate in response to this comment.

Response.

The Company has revised the disclosure on pages 6, 7 and 86 of
Amendment No. 1 to clarify that IESI-BFC is under no obligation to
increase the merger consideration and that no termination fee or other damages
would be payable by IESI-BFC or WSI if WSI was unwilling to complete the merger
absent the adjustment.

Thus, for example, if the price of IESI-BFC common shares over the ten
trading days prior to the planned closing of the merger dropped below C$11.17
and such percentage decline from its closing price on November 10, 2009
(C$13.96) was more than 20% greater than the percentage decline (if any) of the
relevant sector basket over the same period, then WSI would not be required to
complete the merger unless IESI-BFC chose to increase the merger consideration
by an amount equal to the percentage decline by which IESI-BFC common shares
dropped below C$11.17.

The Company has also asked us to advise the Staff that it has no way of
currently knowing what WSI’s response may be in the event of a precipitous
decline in the trading price of IESI-BFC common shares, which not only would
have to be in excess of 20% but also would need to be in excess of 20% when
compared to the trading price decline (if any) over the same period of a sector
basket consisting of three publicly held companies in the waste service
business (Waste Management, Inc, Republic Services, Inc. and Waste
Connections, Inc.).

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The Company has also asked us to further advise the Staff that it does
not feel risk factor disclosure is appropriate given the remoteness of the risk
of such a decline.  As of March 15,
2010, the closing price of IESI-BFC common shares on the TSX was C$17.81, which
represents a 27.6% increase over the benchmark trading price on November 10,
2009.

Cautionary
Statement Regarding Forward-Looking Statements, p. 24

8.                                       Many of the statements in your registration statement
relate to present facts or conditions, rather than to historical facts or
future events.  In light of this, the
phrase in parentheses at the end of the first sentence in the first paragraph
on page 24 and the words at the end of the fourth sentence of that
paragraph (“and any other statements that are not historical facts”) appear to
define forward-looking statements too broadly.
Please make the appropriate revisions to this paragraph.

Response.

The Company has revised the first paragraph on page 24 of
Amendment No. 1 in response to the Staff’s comment.

The rights of
WSI stockholders will change as a result of the merger, page 28

9.                                       Please revise this risk factor to explain why there
are risks associated with changes in the rights of WSI stockholders, and
identify any changes that present specific risks you discuss.

Response.

The Company has revised the risk factor on page 28 of Amendment No. 1
in response to the Staff’s comment.

IESI-BFC
qualifies as a “foreign private issuer” in the United States, and is exempt
from certain U.S. reporting requirements, page 30

10.                                 We note that you introduce the risk that you would
fail to be a foreign private issuer at the end of the captioned risk factor,
which discusses the risks associated with being a foreign private issuer.  Please discuss the failure to qualify as a
foreign private issuer in a separate risk factor.  In this regard, we note that the disclosures
on page F-173 indicate that you have more than 50% of your assets located
in the U.S.  Your risk factor should
explain that retaining your foreign private issuer status depends solely upon
U.S. residents owning less than half of your outstanding voting securities,
since more than 50% of your assets are located in the U.S.  Please also disclose, if possible, the
percentage of your outstanding voting securities you anticipate being held by
U.S. residents after the transaction has taken place.

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Response.

The Company has revised the risk factor in response to the Staff’s
comment by disclosing two separate risk factors on page 30 of Amendment No. 1.  The first risk factor addresses the risk that
foreign private issuers are permitted to file less information with the SEC
than companies incorporated in the United States, and the second risk factor
addresses the risk that IESI-BFC may lose its foreign private issuer status in
the future.  The second risk factor makes
clear that more than 50% of IESI-BFC’s total assets are located in the United
States and that foreign private issuer status thus depends on U.S. residents
owning less than half of its outstanding voting securities.

The Company has asked us to advise the Staff that at present it is
unable to anticipate the percentage of its outstanding voting securities that
will be held by U.S. residents after the transaction has taken place.

Background of
the Merger, page 54

11.                                 Please elaborate on why the parties decided to resume
discussions about a transaction in August 2009.  Please also elaborate on the extent to which
WSI discussed a transaction with the private equity firms in 2008.  We note that WSI did not reach an agreement
with either firm, but it is unclear whether the discussions were only preliminary,
the extent to which due diligence was conducted, whether any terms or
consideration were offered or discussed, and who terminated the discussions and
why.

Response.

The Company has revised the disclosure to add the fourth and fifth full
paragraphs on page 54 of Amendment No. 1 in response to the Staff’s
comment.

12.                                 Please explain how and when the parties arrived at the
exchange ratio.

Response.

The Company has revised the disclosure to add the penultimate paragraph
on page 54 of Amendment No. 1 in response to the Staff’s comment.

13.                                 We note that WSI engaged CIBC to act as its financial
advisor on November 9, 2009.  Please
elaborate on WSI’s method of selection of CIBC, as required by Item 1015(b)(3) of
Regulation M-A.  Note that this
requirement is distinct from the requirement to discuss the qualifications of
CIBC, which you appear to have done on page 65 under the heading “General.”

Response.

The Company has revised the disclosure on page 55 of Amendment No. 1
in response to the Staff’s comment.

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14.                                 We note that one of WSI’s board members was not
present at the November 11 meeting when the merger was approved by WSI’s
board.  Please revise all of the
references to the board’s “unanimous” approval of the merger throughout the
proxy statement/prospectus accordingly.

Response.

In response to the Staff’s comment, the Company has removed all
references to the board’s “unanimous” approval of the merger throughout the
proxy statement/prospectus.

15.                                 Please elaborate on the negotiation of the potential
adjustment to the exchange ratio for significant declines in the price of
IESI-BFC’s shares.  Please also discuss
why IESI-BFC committed to pay for any such adjustment in the form of shares and
not cash after the merger agreement was entered into.

Response.

In response to the Staff’s comment on the negotiation of the potential
adjustment to the exchange ratio, the Company has revised the disclosure to add
the seventh full paragraph on page 55 of Amendment No. 1.

In response to the Staff’s comment regarding the Company’s waiver that
was entered into after the execution of the Merger Agreement, the Company has
asked us to advise the Staff that the parties had entered into the transaction
on the assumption that there were to be no appraisal rights under Delaware law
but were subsequently advised by counsel that the option to provide additional
merger consideration in cash could, under certain theoretical circumstances, potentially
generate such appraisal rights.  As a
result, the Company executed the Waiver to remove this theoretical possibility
and to affirm the ba