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):  December 18, 2008

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

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

(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):

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

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

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

¨      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.

The Registrant has named John S. Quinn as its Senior Vice President, Chief Financial Officer and Treasurer, effective January 5, 2009.  Mr. Quinn, age 50, is joining the company from Allied Waste Industries, Inc., where he spent eight years serving in a number of key finance capacities, including Senior Vice President of Finance from 2005 to the present, Controller and Chief Accounting Officer from 2006 to 2007, and Vice President Financial Analysis and Planning from 2003 to 2006.  Mr. Quinn accepted his appointment on December 18, 2008. 

In connection with the appointment of Mr. Quinn, on December 18, 2008 the Registrant and Mr. Quinn signed an employment agreement. The agreement has an initial term of three years and is automatically renewable for additional terms of one year unless terminated by either party pursuant to the terms of the agreement. Mr. Quinn is entitled to an annual base salary of $285,000. He shall be eligible for a cash bonus of up to 85% of his base salary, the issuance of additional stock options, or a combination of stock options and cash in an amount to be determined by the Compensation Committee of the Registrant’s Board of Directors prior to the conclusion of each fiscal year. Mr. Quinn also received options to purchase 150,000 shares of Class A Common Stock at the fair market value per share on the first date of his employment subject to all conditions of the Registrant’s stock option incentive plan and 12,000 restricted stock units exercisable for Class A Common Stock. The options will vest one-third on the first date of employee’s employment with the Registrant, one-third on the first anniversary of such date, and one-third on the second anniversary of such date. In recognition of foregone compensation arrangements available through his prior employment, Mr. Quinn is also entitled to a “make whole benefit” of $200,000, of which one-half is payable in cash and one-half is payable in restricted stock units exercisable for Class A common stock on the six-month anniversary of the commencement of his employment. He is entitled to relocation expenses in an amount of $105,000 payable on or before March 15, 2009. He will also receive a monthly auto allowance of $650 and a gas card related to the use of such automobile. Mr. Quinn is entitled to participate in any health benefit or other employee benefit plan available to the Registrant’s senior executives.

Mr. Quinn agreed not to compete with the Registrant for a period of one year after the termination of his employment within 100 miles of any facility operated by the Registrant during such term of employment. He also agreed that during this one-year period, he would not solicit the Registrant’s customers or accounts or other employees. In the event of a termination of Mr. Quinn’s employment without cause, the Registrant would be required to pay him an amount equal to two times the highest base salary paid to Mr. Quinn prior his termination; two times 85% of the highest base salary paid to Mr. Quinn prior his termination; an amount in cash equal to any accrued but unpaid base salary, bonus and unused vacation through the date of termination; group medical, dental, disability and life insurance benefits for two years from termination; and the accelerated vesting of any stock options or equity grants that have been issued by the Registrant to Mr. Quinn. In the event that Mr. Quinn terminates his employment with the Registrant for good reason, in which specified events occur which affect the terms of his employment, he will receive the payments described in the preceding sentence plus an additional payment intended to compensate him for excise taxes payable in connection with severance payments.

A copy of the press release announcing Mr. Quinn’s appointment is attached hereto as Exhibit 99.1.

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

CASELLA WASTE SYSTEMS NAMES JOHN QUINN CHIEF FINANCIAL OFFICER

RUTLAND, VERMONT (December 22, 2008) – Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling, and resource management company, announced today that John Quinn, a seasoned industry finance executive, will join the company as senior vice president, chief financial officer, and treasurer.

“John has an outstanding record of accomplishment, spanning over twenty-one years as a finance leader in the solid waste industry,” John W. Casella, chairman and chief executive officer, said.

“John’s broad experience in capital markets, strategic planning, and all facets of solid waste financial management will be a strong addition to our team,” Casella said.  “Beyond this expertise, he is also an excellent leader who has demonstrated a great deal of integrity throughout his career.”

John Quinn will be responsible for leading all financial operations and functions within the company.  Quinn will join the company on January 5, 2009.  Richard Norris, the company’s recently retired chief financial officer, will continue in a consulting role through January to ensure a successful transition.

Quinn is joining the company from Allied Waste Industries (now Republic Services), where he most recently served as senior vice president of finance.  In his eight years with Allied Waste Industries, he served in a number of key finance capacities, including chief accounting officer, assistant controller, and vice president of financial analysis and planning.

As the senior vice president of finance, Quinn led the financial planning and information systems departments. In these roles, Quinn was deeply involved in Allied Waste’s pricing, return on capital, and merger and acquisitions programs, including the recent merger between Allied Waste and Republic Services.

Quinn received his bachelor of commerce, accounting and economics degree from the University of Toronto, and he received his MBA from York University.  He is also a chartered management accountant.  Following graduation, he spent four years with a subsidiary of Ford Motor Company in various finance and treasury roles.  For the next fifteen years, before joining Allied Waste Industries, Quinn worked for Waste Management in a number of finance and operational roles with increasing responsibility, most recently as the European finance director for Waste Management Services International.

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 John Casella, chief executive officer, at (802) 775-0325, or Ned Coletta, director of investor relations at (802) 772-2239, or visit the Company’s website at http://www.casella.com.