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

FORM 8-K

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

Date of Report (Date of earliest event reported):  February 28, 2008

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           Resignation of Director.  On February 28, 2008, D. Randolph Peeler resigned from the Board of Directors of Casella Waste Systems, Inc. (the “Company”).  As disclosed in our Current Report on Form 8-K dated August 13, 2007, in connection with the redemption of all outstanding shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A Preferred”), Mr. Peeler, the designee to the Board of Directors of the holders of the Series A Preferred, had indicated his desire to step down as a member of the Board of Directors following such time as a suitable candidate was identified. 

(d)           Election of Director.  On February 28, 2008, Michael K. Burke was elected as a director of the Company.  Mr. Burke was the Executive Vice President and Chief Financial Officer of Intermagnetics General Corporation, a publicly traded medical device company, from December 2001 until November 2006.  Mr. Burke has been retired since November 2006, following the sale of Intermagnetics to Royal Dutch Philips.  Mr. Burke is also a member of the Board of Directors of Albany Medical Center and the Board of Trustees of the Make-a-Wish Foundation of NENY.  Mr. Burke holds a Bachelor of Arts in Economics from Lake Forest College and completed graduate studies at The Wharton School of the University of Pennsylvania. 

Mr. Burke was elected as a Class I director, with his term expiring at the 2008 Annual Meeting of Stockholders.  Mr. Burke has been named to the audit committee of the Board of Directors.  Mr. Burke will be entitled to the standard compensation arrangements previously approved for non-employee directors. 

(e)           Adoption of Compensatory Plan.  On February 28, 2008, the Compensation Committee of the Board of Directors approved a cash bonus plan for the executive officers of the Company for fiscal 2008 (the “Bonus Plan”).  The Bonus Plan provides for the payment of a cash bonus based on the Company’s EBITDA and free cash flow.  An aggregate of 50% of the bonus will be paid upon the achievement of target EBITDA levels; and 50% will be paid upon the achievement of target free cash flow levels.  A greater or lesser amount may be paid in the event the targets are exceeded or not met.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits

                See Exhibit Index attached hereto.

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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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CASELLA WASTE SYSTEMS, INC. NAMES MICHAEL K. BURKE TO BOARD OF DIRECTORS

RUTLAND, VERMONT (March 3, 2008)—Casella Waste Systems, Inc. (Nasdaq: CWST), a regional solid waste, recycling and resource management services company, announced today that Michael K. Burke has been elected as a member of its board of directors.

Mr. Burke has served in a number of senior financial roles, most recently as Executive Vice President and Chief Financial Officer of Intermagnetics General Corporation, a publicly traded medical device company, from December 2001 until its sale to Royal Philips Electronics in November 2006. Before joining Intermagnetics, Burke was Executive Vice President and Chief Financial Officer of HbT, Inc., a private company manufacturing on-site hydrogen generators for industrial markets and stationary & transportation hydrogen processors for the fuel cell market, and before that nearly twenty years of investment banking experience having last served as a Managing Director at CIBC Oppenheimer (now CIBC World Markets).

“Michael is a terrific addition to our board of directors,” John W. Casella, chairman and chief executive officer, said. “His background as the chief financial officer of a successful public company and before that as a senior investment banker with significant Wall Street experience will bring valuable perspective as we continue our efforts to enhance shareholder value.”

“In addition, his experience in positioning companies as leaders in energy and technology will provide key strategic insight as we leverage our assets and skills in the areas of resource sustainability,” Casella said.

“I’m excited to join the board of Casella at this important time in the company’s history,” Burke said. “The opportunities to create shareholder value in a company that is leading its industry towards a model that rewards an approach to resource renewal and sustainability are significant.”

Mr. Burke replaces D. Randolph Peeler, who had served as a designee of the holders of the Series A Convertible Preferred Stock of the Company, which was redeemed in August 2007.

Casella Waste Systems is an integrated solid waste and resource management company headquartered in Rutland, Vermont. In addition to providing traditional solid waste collection, transfer and disposal services, in the last year the company renewed the life-cycle of over 3.8 billion pounds of recyclable material (the equivalent of a line of fully loaded garbage trucks stretching from New York City to Omaha, Nebraska) and produced over 91,500 MWh of clean, renewable energy from landfill gas-to-energy facilities (enough energy to power a community of 33,000 people each year). It is the only solid waste services company participating in the U.S. Environmental Protection Agency’s Climate Leaders program to reduce greenhouse gases.

For further information, contact Ned Coletta, director of investor relations at (802) 772-2239, or visit the company’s website at http://www.casella.com.