SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Final Amendment)1[FN]
Casella Waste Systems, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
14744810
(CUSIP Number)
December 31, 1998
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- --------
[FN]
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 14744810 Page 2 of 4 Pages
1) Name of Reporting Person BCI Growth III, L.P.
I.R.S. Identification
No. of Above Person (Entities Only)
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi-
tive Power -0-
8 Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by -0-
Amount in Row (9)
12) Type of Reporting
Person PN
CUSIP No. 14744810 Page 3 of 4 Pages
Final Amendment to Schedule 13G
-------------------------------
Reference is hereby made to the statement on Schedule 13G originally
filed on February 11, 1998 (the "Schedule 13G"). Terms defined in the Schedule
13G are used herein as so defined.
The following items of the Schedule 13G are hereby amended and
restated to read in their entirety as follows:
Item 4 - Ownership.
(a) Amount Beneficially Owned:
-0-
(b) Percent of Class:
-0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
-0-
Item 5 - Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner of more than
five percent of the Common Stock.
CUSIP No. 14744810 Page 4 of 4 Pages
Signature:
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
BCI GROWTH III, L.P.
By Teaneck Associates, L.P.,
General Partner
By /s/ Donald P. Remey
General Partner
Date: February 11, 1999