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):  March 5, 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:

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 2.02. Results of Operations and Financial Condition.

On March 5, 2008, Casella Waste Systems, Inc. announced its financial results for the third quarter of fiscal year 2008, ended January 31, 2008. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(c)          Exhibits

The following exhibit as it relates to Item 2.02 shall be deemed to be furnished, and not filed:

99.1                 Press release dated March 5, 2008.

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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. ANNOUNCES THIRD QUARTER FISCAL YEAR 2008 RESULTS

RUTLAND, VERMONT (March 5, 2008) — Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling, and resource management services company, today reported financial results for the third quarter of its 2008 fiscal year and raised guidance on estimated earnings before interest, taxes, depreciation and amortization (EBITDA)* for fiscal year 2008.

Third Quarter Financial Results

For the quarter ended January 31, 2008, the company reported revenues of $141.4 million, up $12.6 million, or 9.8 percent over the same quarter last year. The company’s net loss applicable to common shareholders was ($4.6) million, or ($0.18) per common share, compared to a net loss of ($1.7) million, or ($0.07) per share in the same quarter last year, driven mainly by non-recurring management reorganization charges and losses from equity method investments.

General and administration costs for the quarter include a $1.2 million non-recurring charge incurred as the result of the company’s management reorganization. This reorganization charge resulted in an after tax impact of negative $0.03 per share.

Including this one-time charge, operating income for the quarter was $7.3 million, down $1.8 million over the same quarter last year. The company’s EBITDA was $26.3 million, up $0.2 million from the same quarter last year. Excluding the one-time management reorganization charge, EBITDA was $27.5 million, up $1.4 million, or 5.4 percent over the same quarter last year.

Cash provided by operating activities in the quarter was $16.0 million, compared to $16.2 million for the same quarter last year.

The company said its GreenFiber unit continues to be severely impacted by the slowdown in the housing market. The company’s income from equity method investments was down $1.9 million compared to the same quarter last year, with the company’s share of GreenFiber’s net income down $1.6 million during this period. The year-over-year losses from equity method investments resulted in an after tax impact of negative $0.05 per share.

Year-to-Date Financial Results

For the nine months ended January 31, 2008, the company reported revenues of $442.8 million, up 8.1 percent over the same period last year. Including the $1.2 million non-recurring management reorganization charge in the third quarter, the company’s net income per common share for the nine month period was ($0.00), compared to a net loss per common share of ($0.05) in the same period last year. Operating income for the nine month period was $36.4 million, up $3.8 million or 11.7 percent over the same period last year. Cash provided by operating activities for the nine month period was $51.7 million, down $4.7 million compared to the same period last year. EBITDA was $95.6 million for the nine months ended January 31, 2008, up $9.3 million or 10.8% from the same period last year.

Fiscal 2008 Outlook

For fiscal year 2008, the company has updated its estimated EBITDA results to between $118.0 million and $122.0 million, from the original estimated range of between $114.0 million and $118.0 million.

Highlights of the Quarter

“In early January we made changes to our management team with the goal of improving our operating performance and reinforcing our resource optimization business strategy,” John W. Casella, chairman and chief executive officer, said. “These changes are enabling us to enhance management attention on operational efficiency, while at the same time enabling the continued development of business opportunities beyond the traditional consumption model that meet the environmental sustainability needs of our customers today and tomorrow.”

The company indicated that the soft economy in the northeastern U.S. continued to adversely impact solid waste volumes during the third quarter. Robust commodity pricing and cost control programs helped to offset most of the economic drag.

*Non-GAAP Financial Measures

In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose free cash flow and earnings before interest, taxes, depreciation and amortization (EBITDA), which are non-GAAP measures.

These measures are provided because we understand that certain investors use this information when analyzing the financial position of companies in the solid waste industry, including us. Historically, these measures have been key in comparing operating efficiency of publicly traded companies in the solid waste industry, and assist investors in measuring our ability to meet capital expenditure and working capital requirements. For these reasons we utilize these non- GAAP metrics to measure our performance at all levels. These measures do not represent, and should not be considered as alternatives to cash provided by operating activities as determined in accordance with GAAP. Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as working capital or capital expenditures, or to react to changes in our industry or to the economy generally. Because these measures are not calculated by all companies in the same fashion, they may not be comparable to similarly titled measures reported by other companies.

Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services primarily in the eastern United States.

For further information, contact Ned Coletta, director of investor relations at (802) 775-0325, or visit the Company’s website at http://www.casella.com.

The Company will host a conference call to discuss these results on Thursday, March 6, 2008 at 10:00 a.m. ET. Individuals interested in participating in the call should dial (877) 419-6590 at least 10

minutes before start time. The call will also be webcast; to listen, participants should visit Casella Waste Systems’ website at http://www.casella.com and follow the appropriate link to the webcast. A replay of the call will be available on the company’s website, or by calling (719) 457-0820 or (888) 203-1112 (conference code #4733396), until 11:59 p.m. ET on Thursday, March 13, 2008.

Safe Harbor Statement

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as the company “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 we operate and management’s beliefs and assumptions. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in the forward-looking statements made. Such forward-looking statements, and all phases of our operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in our forward-looking statements. Such risks and uncertainties include or relate to, among other things: we may be unable to reduce costs or increase revenues sufficiently to achieve estimated EBITDA and other targets; landfill operations and permit status may be affected by factors outside our control, continuing weakness in general economic conditions and poor weather conditions may affect our revenues; we may be required to incur capital expenditures in excess of our estimates; and fluctuations in the commodity pricing of our recyclables may make it more difficult for us to predict our results of operations or meet our estimates. There are a number of other important risks and uncertainties that could cause our 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 our Form 10-K for the year ended April 30, 2007. We do not necessarily intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

 Unaudited

(In thousands)

Note 1:   The Company has made reclassifications in the Company’s Statements of Operations to conform prior year information with the Company’s current period presentation.  During the fourth quarter of fiscal year 2007, the Company began recording personnel costs associated with engineering and permitting activities as a cost of operations where previously these costs had been recorded as general and administration.  This resulted in costs reclassified amounting to $460 and $1,385 for the three months and nine months ended January 31, 2007, respectively.

Note 2:   The Company’s Series A redeemable, convertible preferred stock (“Series A preferred) contained a mandatory redemption provision effective August 11, 2007.  As the Company did not anticipate that the Series A preferred would be converted to Class A Common Stock by the redemption date, the Company reflected the redemption value of the Series A preferred as a current liability at April 30, 2007.  Consistent with this presentation, the Company has recorded the Series A preferred dividend as interest expense in the nine months ended January 31, 2008.  The Series A preferred was redeemed effective August 11, 2007 at an aggregate redemption price of $75,057.

Note 3:   The company divested the assets of the Holliston Transfer Station (“Holliston Transfer”) during the quarter ended April 30, 2007.  The transaction required discontinued operations treatment under SFAS No. 144 , Accounting for Impairment or Disposal of Long-Lived Assets (“SFAS No.144), therefore the operating results of Holliston Transfer have been reclassified from continuing to discontinued operations for the three and nine months ended January 31, 2007.

Note 4:   The company divested its Buffalo, N.Y. transfer station, hauling operation and related equipment during the quarter ended October 31, 2007.  The transaction required discontinued operations treatment under SFAS No. 144, therefore the operating results of these operations have been reclassified from continuing to discontinued operations for the three and nine months ended January 31, 2007.

Note 5:   Non - GAAP Financial Measures

In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose earnings before interest, taxes and depreciation and amortization (EBITDA) and Free Cash Flow, which are non-GAAP measures.

These measures are provided because we understand that certain investors use this information when analyzing the financial position of the solid waste industry, including us. Historically, these measures have been key in comparing operating efficiency of publicly traded companies within the industry, and assist investors in measuring our ability to meet capital expenditure and working capital requirements. For these reasons, we utilize these non-GAAP metrics to measure our performance at all levels. These measures do not represent, and should not be considered as alternatives to net cash provided by operating activities as determined in accordance with GAAP.  Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as working capital or capital expenditures, or to react to changes in our industry or to the economy generally. Because these measures are not calculated by all companies in the same fashion, they may not be comparable to similarly titled measures reported by other companies.

Following is a reconciliation of EBITDA to Net Cash Provided by Operating Activities:

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

Unaudited

(In thousands)

Following is a reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities:

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA TABLES

(Unaudited)

(In thousands)

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

(1) Revenue attributable to services provided for the three and nine months ended January 31, 2007 has been revised to conform with the classification of revenue attributable to services provided in the current fiscal year.

Components of revenue growth for the three months ended January 31, 2008 compared to the three months ended January 31, 2007:

(1) - Calculated as a percentage of segment revenues.

Solid Waste Internalization Rates by Region:

(1)  Internalization rates for the three and nine months ended January 31, 2007 have been revised to exclude the activity associated with the Holliston Transfer Station as well as Buffalo Hauling and Buffalo Transfer .  The Company divested the assets of the Holliston Transfer Station during the quarter ended April 30, 2007.  The Company divested the Buffalo operations during the quarter ended October 31, 2007.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA TABLES

(Unaudited)

(In thousands)

US GreenFiber (50% owned) Financial Statistics:

Components of Growth versus Maintenance Capital Expenditures (1):

(1) 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.