As filed with the Securities and Exchange Commission on June 25, 1998

Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CASELLA WASTE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware                  4953                                    03-0338873
(State or other jurisdiction of     (Primary Standard Industrial             (I.R.S. Employer
incorporation or organization)      Classification Code Number)          Identification Number)

-------------

25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Address and telephone number of registrant's principal executive offices)

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JOHN W. CASELLA
President, Chief Executive Officer and Chairman
CASELLA WASTE SYSTEMS, INC.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Name, address and telephone number of agent for service)

-------------

Copies to:

DAVID A. SCHERL, ESQ.
JEFFREY A. STEIN, ESQ.               HENRY A. SINGER, ESQ.
HALE AND DORR LLP         MORRISON COHEN SINGER & WEINSTEIN, LLP
60 State Street                 750 Lexington Avenue
Boston, Massachusetts 02109            New York, New York 10022
Telephone: (617) 526-6000            Telephone: (212) 735-8600
Telecopy: (617) 526-5000            Telecopy: (212) 735-8708

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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date hereof.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] --
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ] --
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
Registration number of the earlier effective registration statement for the
same offering. [ ] --
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

========================================================================================================
Proposed Maximum   Proposed Maximum
Title of Each Class of     Amount to be  Offering Price        Aggregate            Amount of
Securities to be Registered    Registered    per Share (1)   Offering Price (1)   Registration Fee (1)
- ---------------------------------------------------------------------------------------------------------

Class A Common Stock,
$0.01 par value            5,500,949 shares  $ 24.81           $136,478,545            $40,262
========================================================================================================

(1)  Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended based on the average of the high and low sale prices of the
Class A Common Stock as reported on the Nasdaq National Market on June 23,
1998.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================

EXPLANATORY NOTE

This Registration Statement covers the registration of 3,500,949 shares of
Class A Common Stock, $0.01 par value per share (the "Class A Common Stock"), of
Casella Waste Systems, Inc. (the "Company") for sale by the Company and certain
selling stockholders. This Registration Statement also covers the registration
of 2,000,000 shares of Class A Common Stock of the Company to be issued from
time to time as payment of the purchase price for one or more acquisitions of
companies, businesses or assets complementary to the Company's existing
business, or which may be offered for sale or other distribution by persons who
will acquire such shares in the acquisitions of such companies, businesses or
assets or by the donees of such persons or by other persons acquiring such
shares (the "Shelf Registration"). The complete Prospectus relating to the
offering of 3,500,949 shares (the "Offering Prospectus") follows immediately
after this Explanatory Note. Following the Offering Prospectus are certain pages
of the Prospectus relating solely to the Shelf Registration (together with the
remainder of the Prospectus as modified as indicated below, the "Shelf
Prospectus"), including an alternate front and back cover page, a "Principal
Stockholders" table in lieu of the table entitled "Principal and Selling
Stockholders", a section entitled "Selling Stockholders" (which will be inserted
immediately preceding the section entitled "Description of Capital Stock") and
an alternative section to "Underwriting" entitled "Plan of Distribution". The
Shelf Prospectus will not include the stabilization legend and passive market
making legend, which will be deleted from page 2, the information in the
Prospectus Summary under the heading "The Offering", the "As Adjusted" balance
sheet data in the section entitled "Summary Historical and Pro Forma
Consolidated Financial and Operating Data", the last paragraph under the risk
factor entitled "Uncertain Ability to Finance the Company's Growth", the third
sentence under the risk factor entitled "Control by Casellas and Anti-takeover
Effects of Class B Common Stock", the last paragraph under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources", the second clause of the sentence
under the heading "Legal Matters", or the sections of the Offering Prospectus
entitled "Use of Proceeds" or "Capitalization". All other sections of the
Offering Prospectus are to be used in the Shelf Prospectus.

SUBJECT TO COMPLETION, DATED JUNE 25, 1998

[RED HERRING]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
[/RED HERRING]

3,044,304 Shares

[LOGO]CASELLA WASTE SYSTEMS

Casella Waste Systems, Inc.
Class A Common Stock
(par value $0.01 per share)

---------------

Of the 3,044,304 shares of Class A Common Stock offered hereby (the
"Offering"), 1,600,000 shares are being sold by the Company and 1,444,304 shares
are being sold by the Selling Stockholders. See "Principal and Selling
Stockholders". The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders.

Each share of Class A Common Stock entitles its holder to one vote,
whereas each share of Class B Common Stock entitles its holder to ten votes.
All of the shares of Class B Common Stock are held by John W. Casella, the
President, Chief Executive Officer and Chairman of the Board and Douglas R.
Casella, the Vice Chairman of the Board. Immediately following consummation of
the Offering, such stockholders will beneficially own in the aggregate shares
of Class B Common Stock and Class A Common Stock having approximately 51% of
the outstanding voting power of the Company's Common Stock.

The Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "CWST". On June 24, 1998, the last reported sale price of the Class A
Common Stock on the Nasdaq National Market was $24.75 per share. See "Market
Price of Class A Common Stock".

See "Risk Factors" beginning on page 8 for certain considerations relevant
to an investment in the Class A Common Stock.

---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

--------------

Initial Public   Underwriting   Proceeds to       Proceeds to
Offering Price   Discount (1)   Company (2)   Selling Stockholders
--------------   ------------   -----------   --------------------

Per Share ...........    $                $              $                $
Total (3) ........... $                $              $               $

- ------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Before deducting estimated expenses of $500,000 payable by the Company.
(3) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 456,645 shares of Class A Common Stock at the initial
public offering price per share, less the underwriting discount, solely to
cover over-allotments. If such option is exercised in full, the initial
public offering price, underwriting discount and proceeds to Company will
be $_________, $_________ and $__________, respectively. See
"Underwriting".

---------------

The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the shares
will be ready for delivery in New York, New York on or about __________, 1998,
against payment therefor in immediately available funds.

Goldman, Sachs & Co.
CIBC Oppenheimer
Donaldson, Lufkin & Jenrette
Securities Corporation

---------------

The date of this Prospectus is           , 1998.

EDGAR DESCRIPTION FOR INSIDE FRONT COVER AND GATEFOLD:

On the inside front cover of the Prospectus is a photograph of a waste
collection vehicle bearing the "Casella" logo with a reflection of a white
colonial-style house on the door of the cabin to the vehicle.

On the "gatefold" fold-out to appear inside the inside front cover of the
Prospectus is a map of the Company's operations, by county, in the states of
Vermont, New Hampshire, Maine, New York and Pennsylvania. The areas covered by
the Company's operations are shaded, with the shaded areas each colored
differently to distinguish between the Central, Western and Eastern regions of
the Company's five-state operations. Symbols are spread throughout the shaded
areas to indicate the locations of the Company's recycling centers, transfer
stations, collection divisions, disposal facilities, waste tire processing
facility and corporate headquarters. The map contains the words: "The Regional
Outlook. The Company's operations are organized into three regions:", and three
boxes (containing the words "Eastern Region", "Central Region" and "Western
Region", respectively, appear above the map, with lines from the boxes to the
map pointing out the respective regions).

The other text that appears on the page is as follows:

Casella Waste Systems, Inc.
Nasdaq: CWST

Line of Business as a Percent of Revenue for fiscal 1998:
Collection: 73.4
Disposal: 12.4
Recycling: 6.5
Transfer: 5.8
Special Services: 1.9

The Company:
28 collection divisions
5 subtitle D landfills
35 transfer stations
9 recycling processing facilities
2 septic/liquid waste divisions

Our Growth:
85 acquisitions since May 1, 1994
28 acquisitions since our November 1997 initial public offering

This Prospectus contains registered service marks, trademarks and trade
names of the Company, including the Casella Waste Systems name and logo.

The Company intends to furnish to its stockholders annual reports
containing audited consolidated financial statements and quarterly reports
containing unaudited interim financial information for the first three fiscal
quarters of each fiscal year of the Company.

----------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON STOCK OF
THE COMPANY, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH CLASS A COMMON STOCK, AND THE IMPOSITION OF A PENALTY BID,
IN CONNECTION WITH THE OFFERING. CERTAIN UNDERWRITERS AND SELLING GROUP MEMBERS
MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE CLASS A COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M OF THE
SECURITIES EXCHANGE ACT OF 1934. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING".

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements, including the Notes
thereto, appearing elsewhere in this Prospectus. Except as otherwise noted, all
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. For purposes hereof, references to "Common Stock" mean
the Class A Common Stock and the Class B Common Stock. See "Description of
Capital Stock" and Notes to Consolidated Financial Statements. The Company's
fiscal year ends on April 30. References to a particular fiscal year are to the
fiscal year ending on April 30 of that year (e.g., the 1998 fiscal year ended on
April 30, 1998). Unless otherwise specified herein, all references to the
"Company" or "Casella" mean Casella Waste Systems, Inc. and its subsidiaries,
and all references to "solid waste" mean non-hazardous solid waste.

The Company

Casella Waste Systems, Inc. is a regional, integrated, non-hazardous solid
waste services company that provides collection, transfer, disposal and
recycling services in Vermont, New Hampshire, Maine, upstate New York and
northern Pennsylvania. At June 15, 1998, the Company owned and/or operated five
Subtitle D landfills, 35 transfer stations, nine recycling processing
facilities, 28 collection divisions and two septic/liquid waste divisions,
which together served over 180,000 commercial, industrial and residential
customers. The Company was founded in 1975 as a single-truck operation in
Rutland, Vermont and subsequently expanded its operations throughout the state
of Vermont. In 1993, the Company initiated an acquisition strategy to take
advantage of anticipated reductions in available landfill capacity in Vermont
and surrounding states due to increasing environmental regulation and other
market forces driving consolidation in the solid waste industry. From May 1,
1994 through April 30, 1998, the Company acquired ownership of or long-term
operating rights to 77 solid waste businesses, including four landfills, and
between May 1, 1998 and June 15, 1998, the Company acquired an additional eight
such businesses, including a Subtitle D landfill in western upstate New York.
The Company believes that additional acquisition opportunities exist in the
markets it serves and in other prospective markets.

The Company's operating strategy is based on the integration of its
collection and disposal operations and the internalization of waste collected.
The Company believes that control of a substantial portion of the waste stream
and economies of scale provide it with advantages over non-integrated
competitors in its markets. During fiscal 1998, approximately 52% of the solid
waste collected by the Company was delivered for disposal at its landfills.
Additionally, approximately 74% of the solid waste disposed of at its landfills
was collected by the Company.

The Company's objective is to continue to grow by expanding its services
in markets where it can be one of the largest and most profitable
fully-integrated solid waste services companies. The Company intends to
continue to pursue this objective by: (i) expanding through acquisitions of
collection companies and disposal facilities in new markets and through
"tuck-in" acquisitions in existing markets; (ii) generating internal growth in
existing markets through increased sales penetration and the marketing of
additional services to existing customers; and (iii) implementing operating
enhancements and efficiencies.

The principal executive offices of the Company are located at 25 Greens
Hill Lane, Rutland, Vermont 05701. The Company's telephone number at such
address is (802) 775-0325. Casella Waste Systems, Inc. was incorporated as a
Delaware corporation in 1993 as a holding company for various operating
subsidiaries.

Recent Developments

Since the Company's initial public offering of Common Stock consummated in
November 1997 (the "November Offering"), the Company has expanded and
strengthened its market presence through the acquisition of 28 solid waste
management businesses, whose operations collectively included one Subtitle D
landfill in western upstate New York (the "Hyland landfill"), 25 collection
operations, four transfer stations and six septic/liquid waste operations.

In November 1997, the Company completed the acquisition of BDS Sanitation,
Inc., Vets Disposal, Inc. and Brookman Disposal, Inc. (collectively, the
"Teelon Group"), which provide solid waste collection and transfer services in
various counties in central New York. The Company believes that the acquisition
of the Teelon Group provides the Company with a new growth platform in central
New York and expands geographically the Company's existing operations in its
Western Region (which includes upstate New York and northern Pennsylvania).
Subsequent to the acquisition of the Teelon Group, the Company completed two
"tuck-in" acquisitions in central New York. See "Business--Service
Area--Western Region".

3

In December 1997, the Company completed the acquisition of All Cycle
Waste, Inc. and Winters Brothers, Inc. (collectively, "All Cycle"), which
provide solid waste collection and transfer services in Chittenden County,
Vermont. The Company believes that the acquisition of All Cycle further
strengthens the Company's market position in its Central Region (which includes
Vermont and certain areas of New Hampshire and upstate New York). See
"Business--Service Area--Central Region".

In February 1998, the Company completed the acquisition of Atlantic Waste
Systems North, Inc., which provides solid waste collection services to
approximately 6,000 commercial, residential and industrial customers in Salem,
New Hampshire and surrounding counties. The Company believes that this
acquisition provides the Company with a new growth platform in southern New
Hampshire and expands geographically the Company's existing operations in its
Eastern Region located in Maine. See "Business--Service Area--Eastern Region".

In May 1998, the Company acquired the Hyland landfill in Angelica,
Allegany County, New York. The Hyland landfill is the Company's first disposal
facility in its Western Region, and serves the western upstate New York waste
shed. The Company has received a permit from the State of New York Department
of Environmental Conservation for approximately 1,500,000 tons of disposal
capacity at this facility. The Hyland landfill may be subject to additional
local restrictions and permits. The Company has not yet begun accepting waste
at the Hyland landfill. See "Risk Factors--Limitations on Landfill Permitting
and Expansion", and "Business--Legal Proceedings".

In January 1998, the Company increased its borrowing capacity, including
its ability to obtain letters of credit, to $150 million from $110 million with
a group of banks for which BankBoston, N.A. is acting as agent. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources".

Risk Factors

Certain risk factors should be considered in evaluating the Company and
its business before purchasing the Class A Common Stock offered by this
Prospectus. Such factors include, among others, the Company's ability to manage
growth, a history of losses, the ability to identify, acquire and integrate
acquisition targets, dependence on management, the uncertain ability to finance
the Company's growth, limitations on landfill permitting and expansion and
geographic concentration. For a discussion of these and certain other factors,
see "Risk Factors".

4

The Offering

Class A Common Stock offered by the Company .......... 1,600,000 shares

Class A Common Stock offered by Selling Stockholders.. 1,444,304 shares

Common Stock to be outstanding after this Offering (1):

Class A Common Stock ................................ 12,163,504 shares

Class B Common Stock ................................ 988,200 shares

Total .............................................. 13,151,704 shares

Nasdaq National Market symbol ........................ CWST

Use of Proceeds ...................................... Reduction of existing indebtedness, acquisi-
tions and other general corporate purposes.
The Company will not receive any proceeds
from the sale of shares of Class A Common
Stock by the Selling Stockholders. See "Use of
Proceeds".

Voting Rights ........................................ The holders of Class A Common Stock
generally have rights identical to holders of
Class B Common Stock, except that holders of
Class A Common Stock are entitled to one vote
per share and holders of Class B Common
Stock are entitled to ten votes per share. Hold-
ers of all classes of Common Stock generally
will vote together as a single class on all mat-
ters presented to the stockholders for their
vote or approval except that the holders of
Class A Common Stock will at all times be
entitled to elect at least one director. See
"Description of Capital Stock--Common
Stock--Voting Rights".

- ------------
(1)  Consists of the number of shares of Class A Common Stock and Class B Common
Stock outstanding on June 15, 1998. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock at the option of the
holder and may not be transferred to anyone other than a Class B Permitted
Holder (as defined). See "Description of Capital Stock". Excludes: (i)
2,385,306 shares of Class A Common Stock issuable upon exercise of stock
options outstanding at June 15, 1998 with a weighted average exercise price
of $15.59 per share; (ii) an additional 581,133 shares reserved for
issuance under the Company's 1997 Stock Incentive Plan, 1997 Employee Stock
Purchase Plan and 1997 Non-Employee Director Stock Option Plan
(collectively, the "Stock Plans"); and (iii) warrants to purchase 185,300
shares of Class A Common Stock at a weighted average exercise price of
$4.33 per share. See "Management--Benefit Plans", "Description of Capital
Stock" and Note 7 of Notes to Consolidated Financial Statements.

5

Summary Historical and Pro Forma Consolidated Financial and Operating Data

Fiscal Year Ended April 30,
----------------------------------------------------------------
Restated (1)                          (unaudited)
--------------------------------------             Pro Forma (2)
1994      1995      1996      1997       1998       1998
--------  -------  --------   --------   --------  -------------
(in thousands, except per share data)

Statement of Operations Data:
Revenues ................................. $13,491   $23,869  $ 42,829   $ 79,532   $118,067   $119,350
Cost of operations .......................   9,640    13,721    25,137     48,057     69,878     70,907
General and administrative ...............   2,702     2,909     7,063     12,534     17,089     17,330
Merger related costs .....................      --        --        --         --        290        290
Depreciation and amortization ............   1,483     4,815     8,152     13,695     18,345     18,459
Loss on impairment of long-lived assets ..      --        --        --         --        971        971
-------   -------  --------   --------   --------   --------
Operating income (loss) ..................    (334)    2,424     2,477      5,246     11,494     11,393
Interest expense, net ....................     613     1,826     2,617      4,290      6,532      4,646
Other expense (income), net ..............     207        36       (90)       923        (80)        80
-------   -------  --------   --------   --------   --------
Income (loss) before provision
(benefit) for income taxes,
extraordinary items and cumulative
effect of change in accounting
principle ...............................  (1,154)      562       (50)        33      5,042      6,667
Provision (benefit) for income taxes .....    (441)      220       144        452      2,385      3,046
Extraordinary items ......................      --        --       326         --         --         --
Change in accounting principle ...........     124        --        --         --         --         --
-------   -------  --------   --------   --------   --------
Net income (loss) ........................ $  (837)  $   342  $   (520)  $   (419)  $  2,657   $  3,621

Accretion of preferred stock and put
warrants ................................      --    (2,380)   (2,967)    (8,530)    (5,738)        --
-------   -------  --------   --------   --------   --------
Net income (loss) applicable to
common stockholders ..................... $  (837)  $(2,038) $ (3,487)  $ (8,949)  $ (3,081)  $  3,621
=======   =======  ========   ========   ========   ========
Basic net income (loss) per common
share ................................... $ (0.35)  $ (0.70) $  (1.06)  $  (2.29)     (0.39)  $   0.32
Basic weighted average common
shares outstanding (3) ..................   2,355     2,900     3,279      3,913      7,912     11,375
Diluted net income (loss) per
common share ............................ $ (0.35)  $ (0.70) $  (1.06)  $  (2.29)  $  (0.39)  $   0.29
Diluted weighted average common
shares outstanding (3) ..................   2,355     2,900     3,279      3,913      7,912     12,459

Other Operating Data:
EBITDA (4) ............................... $ 1,149   $ 7,239  $ 10,629   $ 18,941   $ 30,810   $ 30,823
=======   =======  ========   ========   ========   ========
Capital expenditures ..................... $   843   $ 3,731  $ 10,750   $ 16,971   $ 24,652
=======   =======  ========   ========   ========
Cash flows from operating activities ..... $ 1,559   $ 4,978  $  8,642   $ 14,765   $ 19,447
=======   =======  ========   ========   ========
Cash flows from investing activities ..... $(2,270)  $(9,187) $(28,209)  $(52,641)  $(56,499)
=======   =======  ========   ========   ========
Cash flows from financing activities ..... $ 1,007   $ 4,547  $ 19,272   $ 38,755   $ 37,649
=======   =======  ========   ========   ========

April 30, 1998
------------------------
As
Actual    Adjusted (5)
----------  ------------

Balance Sheet Data:                                                      
Cash and cash equivalents ..................................................    $  1,946     $  1,946
Working capital ............................................................       3,818        4,146

Total assets ...............................................................     189,033      189,033
Long-term obligations, net of current maturities ...........................      74,833       38,041
--------     --------
Total stockholders' equity .................................................      81,860      118,980

6

(1)  The Company has restated issued audited consolidated statements of
operations and consolidated statements of cash flows to reflect the merger
with All Cycle consummated on December 19, 1997, accounted for using the
pooling of interests method of accounting.

(2)  Pro forma to give effect to:

(i) the acquisition of substantially all of the assets of H.C. Gobin, 
Inc. in fiscal 1998 (the "Gobin acquisition") as if it had occurred 
on May 1, 1997,

(ii) the application of the net proceeds from the November Offering as if
it had closed on May 1, 1997 and

(iii) the elimination of accretion charges related to the series preferred
stock and put warrants, none of which were outstanding after the
November Offering.

No pro forma adjustments have been made to reflect the impact of this
Offering.

(3)  Computed on the basis described in Note 3 of Notes to Consolidated
Financial Statements.

(4)  EBITDA is defined as operating income plus depreciation and amortization
and loss on impairment of long-lived assets. EBITDA does not represent, and
should not be considered as, an alternative to net income or cash flows
from operating activities, each as determined in accordance with generally
accepted accounting principles ("GAAP"). Moreover, EBITDA does not
necessarily indicate whether cash flow will be sufficient for such items as
working capital or capital expenditures, or to react to changes in the
Company's industry or to the economy generally. The Company believes that
EBITDA is a measure commonly used by lenders and certain investors to
evaluate a company's performance in the solid waste industry. The Company
also believes that EBITDA data may help to understand the Company's
performance because such data may reflect the Company's ability to generate
cash flows, which is an indicator of its ability to satisfy its debt
service, capital expenditure and working capital requirements. Because
EBITDA is not calculated by all companies and analysts in the same fashion,
the EBITDA measures presented by the Company may not be comparable to
similarly-titled measures reported by other companies. Therefore, in
evaluating EBITDA data, investors should consider, among other factors: the
non-GAAP nature of EBITDA data; actual cash flows; the actual availability
of funds for debt service, capital expenditures and working capital; and
the comparability of the Company's EBITDA data to similarly-titled measures
reported by other companies. For more information about the Company's cash
flows, see the consolidated statements of cash flows in the Consolidated
Financial Statements.

(5)  Adjusted to give effect to the sale of the Class A Common Stock offered by
the Company pursuant to this Offering at an assumed public offering price
of $24.75 per share, after deducting the estimated underwriting discount
and Offering expenses payable by the Company, and the application of net
proceeds therefrom.

7

RISK FACTORS

In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing the shares of Class A Common Stock offered by this
Prospectus. This Prospectus may contain forward-looking statements within the
meaning of Section 27A of the Securities Act, with respect to, among other
things, the Company's future revenues, operating income, or earnings per share.
Without limiting the foregoing, any statements contained in this Prospectus
that are not statements of historical fact may be deemed to be forward-looking
statements, and the words "believes", "anticipates", "plans", "expects" and
similar expressions are intended to identify forward-looking statements. There
are a number of factors of which the Company is aware that may cause the
Company's actual results to vary materially from those forecast or projected in
any such forward-looking statement, certain of which are beyond the Company's
control. These factors include, without limitation, those described in this
"Risk Factors" section. The Company's failure to address successfully any of
these factors could have a material adverse effect on the Company's results of
operations.

Ability to Manage Growth

The Company's objective is to continue to grow by expanding its services
in markets where it can be one of the largest and most profitable
fully-integrated solid waste services companies. Consequently, the Company may
experience periods of rapid growth. Such growth, if it were to occur, could
place a significant strain on the Company's management and on its operational,
financial and other resources. Any failure to expand its operational and
financial systems and controls or to recruit appropriate personnel in an
efficient manner at a pace consistent with such growth would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Strategy".

History of Losses

The Company incurred net losses in fiscal 1996 and fiscal 1997. The net
loss was $519,541 in fiscal 1996 (including the write-off of unamortized
issuance costs of $326,308 (net of $168,098 income tax benefit) associated with
certain subordinated debt) and $419,123 in fiscal 1997 (including non-recurring
expenses of approximately $650,000 incurred in connection with the settlement
of certain litigation naming the Company). As of April 30, 1998, the Company's
accumulated deficit was approximately $14 million. Although the Company was
profitable for fiscal 1998, there can be no assurance that the Company will be
profitable in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

Ability to Identify, Acquire and Integrate Acquisition Targets

To date, the Company has grown principally through acquiring and
integrating independent solid waste collection, transfer and disposal
operations. The Company's strategy envisions that a substantial part of the
Company's future growth will come from acquiring and integrating similar
operations. There can be no assurance that the Company will be able to identify
suitable acquisition candidates and, once identified, to negotiate successfully
their acquisition at a price or on terms and conditions favorable to the
Company, or to integrate the operations of such acquired businesses with the
Company. In addition, the Company competes for acquisition candidates with
other entities, some of which have greater financial resources than the
Company. Failure by the Company to implement successfully its acquisition
strategy would limit the Company's growth potential. See "Business--Strategy"
and "--Acquisition Program".

The consolidation and integration activity in the solid waste industry in
recent years, as well as the difficulties, uncertainties and expenses relating
to the development and permitting of solid waste landfills and transfer
stations, has increased competition for the acquisition of existing solid waste
collection, transfer and disposal operations. Increased competition for
acquisition candidates may result in fewer acquisition opportunities being made
available to the Company as well as less advantageous acquisition terms,
including increased purchase prices. The Company also believes that a
significant factor in its ability to consummate acquisitions will be the
relative attractiveness of shares of the Company's Class A Common Stock as
consideration for potential acquisition candidates. This attractiveness may, in
large part, be dependent upon the relative market price and capital
appreciation prospects of the Class A

8

Common Stock compared to the equity securities of the Company's competitors. If
the market price of the Company's Class A Common Stock were to decline, the
Company's acquisition program could be materially adversely affected.

The successful integration of acquired businesses is important to the
Company's future financial performance. The anticipated benefits from any
acquisition may not be achieved unless the operations of the acquired
businesses are successfully combined with those of the Company in a timely
manner. The integration of any of the Company's acquisitions requires
substantial attention from management. The diversion of the attention of
management, and any difficulties encountered in the transition process, could
have an adverse impact on the Company's business, financial condition and
results of operations. Although the Company has successfully identified and
closed acquisitions and integrated them into its organization and operations in
the past, there can be no assurance that it will be able to do so in the
future.

Dependence on Management

The Company is highly dependent upon the services of the members of its
senior management team, the loss of any of whom may have a material adverse
effect on the Company's business, financial condition and results of
operations. The Company currently maintains "key man" life insurance with
respect to John W. Casella, the President, Chief Executive Officer and
Chairman, and James W. Bohlig, the Senior Vice President and Chief Operating
Officer, in the amount of $1.0 million each. See "Management--Executive
Officers, Directors and Certain Key Employees".

In addition, the Company's future success depends on its continuing
ability to identify, hire, train, motivate and retain highly qualified
personnel. Competition for such personnel is intense, and there can be no
assurance that the Company will be able to attract, assimilate or retain highly
qualified personnel in the future. The inability to attract and retain the
necessary personnel could have a material adverse effect upon the Company's
business, financial condition and results of operations.

Uncertain Ability to Finance the Company's Growth

The Company anticipates that any future business acquisitions will be
financed through cash from operations, borrowings under its revolving credit
facility, the issuance of shares of the Company's Class A Common Stock and/or
seller financing. If acquisition candidates are unwilling to accept, or the
Company is unwilling to issue, shares of the Company's Class A Common Stock as
part of the consideration for such acquisition, the Company would be required to
utilize more of its available cash resources or borrowings under its revolving
credit facility in order to effect such acquisitions. To the extent that cash
from operations or borrowings under the Company's revolving credit facility is
insufficient to fund such requirements, the Company will require additional
equity and/or debt financing in order to provide the cash to effect such
acquisitions. Additionally, growth through the development or acquisition of new
landfills, transfer stations or other facilities, as well as the ongoing
maintenance of such landfills, transfer stations or other facilities, may
require substantial capital expenditures. There can be no assurance that the
Company will have sufficient existing capital resources or will be able to raise
sufficient additional capital resources on terms satisfactory to the Company, if
at all, in order to meet any or all of the foregoing capital requirements. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources".

The terms of the Company's revolving credit facility require the Company to
obtain the consent of the lending banks prior to consummating acquisitions of
other businesses for cash consideration (including all liabilities assumed) in
excess of $10 million. Furthermore, the revolving credit facility contains
various financial covenants predicated on the Company's present and projected
financial condition. In the event future operations differ materially from that
which is anticipated, the Company may no longer be able to meet the tests
provided in the covenants contained in the revolving credit facility. A failure
to meet such covenants or the occurrence of other events may result in a default
under such credit facility. A default could result in acceleration of the
repayment of the debt incurred thereunder which could have a material adverse
effect upon the Company's business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources".

9

The registration statement of which this prospectus is a part also
registers the issuance or resale from time to time of up to 2,000,000 shares of
the Company's Class A Common Stock in connection with the purchase of one or
more acquisitions of companies, businesses or assets complementary to the
Company's existing business.

Limitations on Landfill Permitting and Expansion

The Company's operating program depends on its ability to expand the
landfills it owns and leases and to develop new landfill sites. In some areas,
suitable land for new sites or expansion of the Company's existing landfill
sites may be unavailable. There can be no assurance that the Company will be
successful in obtaining new landfill sites or expanding the permitted capacity
of any of its current landfills once its remaining disposal capacity has been
consumed.

The process of obtaining required permits and approvals to operate and
expand solid waste management facilities, including landfills and transfer
stations, has become increasingly difficult and expensive, often taking several
years, requiring numerous hearings and compliance with zoning, environmental
and other requirements, and often being subject to resistance from citizen,
public interest or other groups. There can be no assurance that the Company
will succeed in obtaining or maintaining the permits it requires to expand or
that such permits will not contain onerous terms and conditions. Even when
granted, final permits to expand are often not approved until the remaining
permitted disposal capacity of a landfill is very low. The Company's landfill
in Vermont is subject to state regulations and practices that generally do not
allow permits for more than five years of expected annual capacity.

Local laws and ordinances also may affect the Company's ability to obtain
permits to expand its landfills. The town of Bethlehem, New Hampshire, where
one of the landfills operated by the Company is located, has an ordinance which
prohibits the expansion of any landfills not operated by the town of
Bethlehem. A proposal to amend this ordinance was defeated by Bethlehem voters
in March 1997 and March 1998, and it is not anticipated that another vote will
take place until at least March 1999. The estimated total remaining permitted
disposal capacity of the landfill may be exhausted before the next vote takes
place. Furthermore, certain phases of expansion at the Company's SERF landfill
in Hampden, Maine will require the town of Hampden to amend a local ordinance.

In May 1998, the Company acquired the Hyland landfill in Angelica,
Allegany County, New York. The Company has received a permit from the State of
New York Department of Environmental Conservation for approximately 1,500,000
tons of disposal capacity at this facility. The Town of Angelica, New York, has
adopted certain laws which would require the Company to obtain an additional
permit from the Town of Angelica for the operation of the Hyland landfill,
would prohibit the expansion of the landfill, would prevent the disposal of
yard waste and may preclude the disposal of industrial waste at that facility.
The Company has filed a lawsuit against the Town of Angelica seeking to set
aside the enforcement of the law, and a temporary restraining order has been
issued in favor of the Company. If the Company is not successful in its
lawsuit, and if the Town of Angelica seeks to enforce the law by its terms,
then the Company would be required to obtain an additional permit from the Town
of Angelica to operate the Hyland landfill, the expansion of the landfill
beyond the currently permitted capacity would be prohibited, and the Company
would be unable to dispose of yard waste and may be precluded from disposing of
industrial waste at the landfill. There can be no assurance that such
limitations would not have a material adverse effect on the Company's business,
financial condition and results of operations. The Company has not yet begun
accepting waste at the Hyland landfill. See "Business--Legal Proceedings".

At June 15, 1998, the estimated total remaining permitted disposal
capacity of the five landfills owned and/or operated by the Company was
approximately 4,272,000 tons (including the approximately 1,500,000 tons at the
Company's Hyland landfill) with approximately 6,460,000 additional tons of
disposal capacity in various stages of permitting. In the event the Company
exhausts its permitted capacity at a landfill, in addition to limiting its
ability to expand internally, the Company would be required to cap and close
that landfill and the Company could be forced to dispose of collected waste at
more distant landfills or at landfills operated by its competitors. The
resulting increased cost could have a material adverse effect on the Company's
business, financial condition and results of operations. See
"Business--Operations--Landfills".

10

Geographic Concentration Risks

The Company's operations and customers are located in Vermont, New
Hampshire, Maine, upstate New York and northern Pennsylvania. Therefore, the
Company's business, financial condition and results of operations are
susceptible to downturns in the general economy in this geographic region and
other factors affecting the region such as state regulations and severe weather
conditions. In addition, as the Company expands in its existing markets,
opportunities for growth within these regions will become more limited. The
costs and time involved in permitting and the scarcity of available landfills
will make it difficult for the Company to expand vertically in these markets.
There can be no assurance that the Company will complete a sufficient number of
acquisitions in other markets to lessen its geographic concentration. See
"Business--Service Area".

Seasonality of Business Impacts Quarterly Operating Results

The Company's revenues have historically been lower during the months of
November through March. This seasonality reflects the lower volume of solid
waste during the late fall, winter and early spring months primarily because:
(i) the volume of solid waste relating to construction and demolition
activities decreases substantially during the winter months in the northeastern
United States, and (ii) decreased tourism in Vermont, Maine and eastern New
York during the winter months tends to lower the volume of solid waste
generated by commercial and restaurant customers, which is partially offset by
the winter ski industry. Since certain of the Company's operating and fixed
costs remain constant throughout the fiscal year, operating income is therefore
impacted by a similar seasonality. In addition, particularly harsh weather
conditions could result in increased operating costs to certain of the
Company's operations. There can be no assurance that future seasonal and
quarterly fluctuations will not have a material adverse effect on the Company's
business, financial condition and results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

Fluctuations in Quarterly Results; Potential Stock Price Volatility

The Company believes that period-to-period comparisons of its operating
results should not be relied upon as an indication of future performance. Due
to a variety of factors, including general economic conditions, governmental
regulatory action, acquisitions, capital expenditures and other costs related
to the expansion of operations and services and pricing changes (including the
market price of commodities such as recycled materials), it is possible that in
some future quarter the Company's operating results will be below the
expectations of public market analysts and investors. In such event, the
Company's Class A Common Stock price could be materially adversely affected.
The market price of the Class A Common Stock may be highly volatile and is
likely to be affected by factors such as actual or anticipated fluctuations in
the Company's operating results, announcements of new acquisitions or contracts
by the Company, its competitors or their customers, government regulatory
action, general market conditions and other factors. Also, the market price of
the Class A Common Stock may be affected by factors affecting the waste
management industry in which the Company competes. In addition, the stock
market has from time-to-time experienced significant price and volume
fluctuations that have often been unrelated to the operating performance of
companies whose securities are publicly traded; yet, these broad market
fluctuations may also adversely affect the market price of the publicly traded
securities of such companies, including the Company's Class A Common Stock. In
the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been commenced against
such companies. There can be no assurance that such litigation will not occur
in the future with respect to the Company. Such litigation could result in
substantial costs and a diversion of management's attention and resources,
which could have a material adverse effect on the Company's business, financial
condition and results of operations. Any adverse determination in such
litigation could also subject the Company to significant liabilities.

Highly Competitive Industry

The solid waste services industry is highly competitive, is undergoing a
period of increasingly rapid consolidation, and requires substantial labor and
capital resources. Certain of the markets in which the Company competes or will
likely compete are served by one or more of the large national solid waste
companies, as well as numerous regional and local solid waste companies of
varying sizes and resources.

11

The Company also competes with operators of alternative disposal facilities,
including incinerators, and with counties, municipalities, and solid waste
districts that maintain their own waste collection and disposal operations.
These counties, municipalities, and solid waste districts may have financial
advantages due to the availability to them of user fees, similar charges or tax
revenues and the greater availability to them of tax-exempt financing. Intense
competition exists not only to provide services to customers but also to
acquire other businesses within each market. Certain of the Company's
competitors have significantly greater financial and other resources than the
Company. From time to time, these or other competitors may reduce the price of
their services in an effort to expand market share or to win a competitively
bid municipal contract. These practices may either require the Company to
reduce the pricing of its services or result in the Company's loss of business.
As is generally the case in the industry, municipal contracts are subject to
periodic competitive bidding. There can be no assurance that the Company will
be the successful bidder to obtain or retain these contracts. The Company's
inability to compete with larger and better capitalized companies, or to
replace municipal contracts lost through the competitive bidding process with
comparable contracts or other revenue sources within a reasonable time period,
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business--Competition".

Comprehensive Government Regulation

The Company is subject to extensive and evolving environmental, zoning and
other laws and regulations which have become increasingly stringent in recent
years. These laws and regulations impose substantial costs on the Company and
affect the Company's business in many ways, including as set forth below and
under "Business--Regulation".

In connection with its ownership and operation of landfills and transfer
stations, the Company is required to obtain, comply with and maintain in effect
one or more licenses or permits as well as zoning, environmental and/or other
land use approvals. These licenses or permits and approvals are difficult and
time consuming to obtain and renew and are frequently opposed by public
officials, groups of private citizens, or both. There can be no assurance that
the Company will succeed in obtaining, complying with and maintaining in effect
the permits and approvals required for the continued operation and growth of
its landfills and transfer stations, and the failure of the Company to obtain,
comply with or maintain in effect a permit or approval significant to its
landfills or transfer stations could have a material adverse effect on the
Company's business, financial condition and results of operations.

The design, construction, operation and closure of landfills is
extensively regulated. These include, among others, the regulations
establishing minimum Federal requirements promulgated by the U.S. Environmental
Protection Agency ("EPA") in October 1991 under Subtitle D (the "Subtitle D
Regulations") of the Resource Conservation and Recovery Act of 1976 (the
"RCRA"). Government assertions that the Company failed to comply with
regulations has resulted in the payment by the Company of three civil penalties
(in the aggregate less than $100,000 in its 23-year operating history). Failure
to comply with these regulations could require the Company to undertake costly
and time consuming investigatory or remedial activities, to curtail operations,
to close a landfill temporarily or permanently, and to defend itself against
enforcement actions brought by and pay civil penalties imposed by EPA or state
regulatory agencies. Changes in these regulations could require the Company to
modify, supplement or replace equipment or facilities at costs which may be
substantial. The failure of regulatory agencies to enforce these regulations
vigorously or consistently may give an advantage to competitors of the Company
whose facilities do not comply with the Subtitle D Regulations or their state
counterparts. The Company's financial obligations arising from any failure to
comply with these regulations could have a material adverse effect on the
Company's business, financial condition and results of operations.

Certain licenses, permits and approvals may limit the types of waste the
Company may accept at a landfill or the quantity of waste it may accept at a
landfill during a given time period. In addition, certain licenses, permits and
approvals, as well as certain state and local regulations, may seek to limit a
landfill to accepting waste that originates only from specified geographic
areas or seek to prohibit the landfill from importing out-of-state waste or
otherwise discriminate against waste originating outside of a defined
geographic area. The Company's Clinton County landfill is not permitted to
receive waste from certain geographic regions in New York. Generally,
restrictions on importing out-of-state waste have not withstood judicial
challenge. However,

12

from time to time, Federal legislation is proposed which would allow individual
states to prohibit the disposal of out-of-state waste or to limit the amount of
out-of-state waste that could be imported for disposal and would require
states, under certain circumstances, to reduce the amounts of waste exported to
other states. Although no such Federal legislation has been enacted, if such
Federal legislation should be enacted in the future, states in which the
Company operates landfills could act to limit or prohibit the Company from
importing out-of-state waste. Such actions could adversely affect any of the
Company's landfills that receive a significant portion of waste originating
from other states and thereby have a material adverse effect on the Company's
business, financial condition and results of operations.

In addition, certain states and localities may for economic or other
reasons restrict the export of waste from their jurisdiction or require that a
specified amount of waste be disposed of at facilities within their
jurisdiction. In 1994, the United States Supreme Court held unconstitutional,
and therefore invalid, a local ordinance that sought to limit the amount of
waste that could be taken out of the locality. However, certain state and local
jurisdictions continue to seek to enforce such restrictions and, in certain
cases, the Company may elect not to challenge such restrictions. In addition,
the aforementioned Federal legislation that has from time to time been proposed
could, if enacted, allow states and localities to impose flow control
restrictions. These restrictions could reduce the volume of waste going to
landfills in certain areas, which may adversely affect the Company's ability to
operate its landfills at their full capacity and/or affect the prices that the
Company can charge for landfill disposal services. These restrictions may also
result in higher disposal costs for the Company's collection operations. If the
Company were unable to pass such higher costs through to its customers, the
Company's business, financial condition and results of operations could be
materially adversely affected.

Businesses that provide waste services, including the Company, are
frequently subject in the normal course of operations to judicial and
administrative proceedings involving Federal, state or local agencies or
citizens' groups. These proceedings, based on violations or alleged violations
of environmental laws or regulations, may seek to impose fines or penalties on
the Company or to revoke, suspend, modify or deny renewal of the Company's
operating permits, approvals or licenses, or require that the Company make
expenditures to remediate potential environmental problems relating to waste
transported, disposed of or stored by the Company or its predecessors, or
resulting from its or its predecessors' operations. Any adverse outcome in
these proceedings could have a material adverse effect on the Company's
business, financial condition and results of operations and may subject the
Company to adverse publicity. The Company also may be subject to actions
brought by individuals or community groups in connection with the permitting,
approving or licensing of its operations. See "--Potential Environmental
Liability".

Potential Environmental Liability

The Company may be subject to liability for environmental damage,
including personal injury and property damage, that its solid waste facilities
may cause to neighboring property owners, particularly as a result of the
contamination of drinking water sources or soil, possibly including damage
resulting from conditions existing or commencing before the Company acquired
the facilities. The Company may also be subject to liability for similar claims
arising from off-site environmental contamination caused by pollutants or
hazardous substances if the Company or its predecessors arranged to transport,
treat or dispose of those materials. Any substantial liability incurred by the
Company arising from environmental damage could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Business--Regulation".

The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), imposes strict, joint and several liability on the
present owners and operators of facilities from which a release of hazardous
substances into the environment has occurred or is threatened, as well as any
party that owned or operated the facility at the time of disposal of the
hazardous substances, regardless of when the hazardous substance was first
detected. Similar liability is imposed upon the generators of waste which
contains hazardous substances and upon hazardous substance transporters that
select the treatment, storage or disposal site. All such persons, who are
referred to as potentially responsible parties ("PRPs"), generally are jointly
and severally liable for the expense of waste site investigation, waste site
cleanup costs and natural resource damages, regardless of whether they exercised
due care and complied with all relevant laws and regulations. These costs can be
very substantial. Furthermore, such liability can be

13

based upon the existence of only very small amounts of "hazardous substances",
as defined in CERCLA, which is a much broader category of substances than
"hazardous wastes", as defined in RCRA. The states in which the Company
operates have laws similar to CERCLA which also impose environmental liability
on broad classes of parties. Although the Company is not in the business of
transporting or disposing of hazardous waste, it is possible that hazardous
substances have in the past, or may in the future, come to be located in
landfills with which the Company has been associated as a generator or
transporter of waste or as an owner or operator of the landfill. If EPA ever
determines that remedial measures under CERCLA or RCRA are appropriate at any
of these sites or operations, if a state agency makes such a finding under
similar state law, or if a third party brings a private cost-recovery or
contribution action with respect to remedial costs incurred, the Company could
be subject to substantial liability which could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Business--Regulation".

With respect to each business that the Company acquires or has acquired,
there may be liabilities that the Company fails to or is unable to discover,
including liabilities arising from waste transportation or disposal activities
or noncompliance with environmental laws by prior owners, and for which the
Company, as a successor owner, may be legally responsible. Representations,
warranties and indemnities from the sellers of such businesses, if obtained and
if legally enforceable, may not cover fully the resulting environmental or
other liabilities due to their limited scope, amount or duration, the financial
limitations of the warrantor or indemnitor or other reasons. Certain
environmental liabilities, even though expressly not assumed by the Company,
may nonetheless be imposed on the Company under certain legal theories of
successor liability, particularly under CERCLA. The Company's insurance program
does not cover liabilities associated with any environmental cleanup or
remediation of the Company's own sites. An uninsured claim against the Company,
if successful and of sufficient magnitude, could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Business--Acquisition Program".

Potential Inadequacy of Accruals for Closure and Post-Closure Costs

The Company will have material financial obligations relating to closure
and post-closure costs of its existing landfills and any disposal facilities
which it may own or operate in the future. In addition to the landfills
currently operated by the Company, the Company owns and/or operated five
unlined landfills which are not currently in operation. Three of these
landfills have been closed and capped by the Company, and a fourth is in the
final stages of obtaining governmental closure design approval. The fifth
unlined landfill, a municipal landfill which is adjacent to the Subtitle D
Clinton County landfill being operated by the Company, was operated by the
Company from July 1996 through July 1997. The Company completed the closure and
capping activities at this landfill in September 1997. Clinton County has
indemnified the Company for environmental liabilities arising from materials
disposed of at that unlined landfill prior to its operation by the Company. The
Company has provided and will in the future provide accruals for financial
obligations relating to closure and post-closure costs of its owned or operated
landfills (generally for a term of 30 years after final closure of a landfill)
based on engineering estimates of consumption of permitted landfill airspace
over the useful life of any such landfill. There can be no assurance that the
Company's financial obligations for closing or post-closing costs will not
exceed the amount accrued and reserved or amounts otherwise receivable pursuant
to trust funds established for such purpose. Such a circumstance could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Operations--Landfills".

Inability to Obtain Performance or Surety Bonds, Letters of Credit or Insurance

Municipal solid waste collection contracts and landfill closure
obligations may require performance or surety bonds, letters of credit, or
other means of financial assurance to secure contractual performance. If the
Company were unable to obtain performance or surety bonds or letters of credit
in sufficient amounts or at acceptable rates, it could be precluded from
entering into additional municipal solid waste collection contracts or
obtaining or retaining landfill operating permits. Any future difficulty in
obtaining insurance could also impair the Company's ability to secure future
contracts conditioned upon the contractor having adequate insurance coverage.
Accordingly, the failure of the Company to obtain performance or surety

14

bonds, letters of credit or other means of financial assurance or to maintain
adequate insurance coverage could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Risk Management, Insurance and Performance or Surety Bonds".

Incurrence of Charges

In accordance with GAAP, the Company capitalizes certain expenditures and
advances relating to acquisitions, pending acquisitions and landfills. Indirect
acquisition costs, such as executive salaries, general corporate overhead,
public affairs and other corporate services, are expensed as incurred. The
Company's policy is to charge against earnings any unamortized capitalized
expenditures and advances (net of any portion thereof that the Company
estimates will be recoverable, through sale or otherwise) relating to any
operation that is permanently shut down or has not generated or is not expected
to generate sufficient cash flow, any pending acquisition that is not
consummated and any landfill development project that is not expected to be
successfully completed. Therefore, the Company may be required to incur a
charge against earnings in future periods, which charge, depending upon the
magnitude thereof, could have a material adverse effect on the Company's
business, financial condition and results of operations. Because of continuing
losses at the Company's waste tire processing facility, located in Eliot,
Maine, in the fourth quarter of fiscal 1998 the Company wrote-down the carrying
value of the assets of that business in the amount of $971,000. There can be no
assurance that the Company will not incur additional losses relating to the
continued operation of the waste tire processing facility, including in the
event of, among other reasons, a weakening of the market for tire derived fuel.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 3 of Notes to Consolidated Financial Statements.

Control by Casellas and Anti-takeover Effect of Class B Common Stock

The holders of Class B Common Stock of the Company are entitled to ten
votes per share, whereas the holders of Class A Common Stock are entitled to one
vote per share. At June 15, 1998, an aggregate of 988,200 shares of Class B
Common Stock, representing 9,882,000 votes, were outstanding, all of which were
beneficially owned by John W. Casella, the President, Chief Executive Officer
and Chairman of the Board of Directors of the Company, or by Douglas R. Casella,
the Vice Chairman of the Board of Directors of the Company (together, the
"Casellas"). Upon completion of this Offering, the Casellas together will
beneficially own shares representing approximately 51% of the aggregate votes to
be cast. As a result, the Casellas, if acting together, will be able to control
the election of all but one member of the Board of Directors and the outcome of
other matters submitted for stockholder consideration, including, without
limitation, matters involving the control of the Company, irrespective of how
other stockholders may vote. This concentration of ownership and voting control
may have the effect of delaying or preventing a change of control of the Company
which may be favored by the Company's other stockholders. There can be no
assurance that the Casellas' ability to prevent or cause a change in control of
the Company will not have a material adverse effect on the market price of the
Class A Common Stock. Shares of Class B Common Stock will automatically convert
into shares of Class A Common Stock in the event they cease to be held by Class
B Permitted Holders (as defined) and under certain other circumstances. The
Casellas have certain contractual relationships with the Company. See "Certain
Transactions" for a discussion of contractual relations between the Casellas and
the Company. See also "Principal and Selling Stockholders" and "Description of
Capital Stock".

Anti-Takeover Effect of Certain Charter and By-Law Provisions and Delaware Law

The Company's Amended and Restated Certificate of Incorporation (the
"Restated Certificate of Incorporation") and Amended and Restated By-Laws (the
"Restated By-Laws") provide for the Company's Board to be divided into three
classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Company's Board is be elected each year. The
classified board is designed to ensure continuity and stability in the board's
composition and policies in the event of a hostile takeover attempt or proxy
contest. The classified board would extend the time required to effect any
changes in control of the Company's Board and may tend to discourage any
hostile takeover bid for the Company. Because only a minority of the directors
will be elected at each annual meeting, it would normally take at least two
annual meetings for holders of even a significant majority of the Company's
voting stock to

15

effect a change in the composition of a majority of the Company's Board, absent
approval of the Company's Board. Because of the additional time required to
change the composition of the Company's Board, a classified board may also make
the removal of incumbent management more difficult, even if such removal would
be beneficial to stockholders generally, and may tend to discourage certain
tender offers.

The authorized capital of the Company includes 1,000,000 shares of "blank
check" Preferred Stock. The Board of Directors has the authority to issue
shares of Preferred Stock and to determine the price, designation, rights,
preferences, privileges, restrictions and conditions, including voting and
dividend rights, of these shares of Preferred Stock without any further vote or
action by the stockholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of holders of any
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could make it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company. The Company has no present plans to issue any Preferred Stock. See
"Description of Capital Stock".

The Company's Restated Certificate of Incorporation and Restated By-Laws
provide that any action required or permitted to be taken by stockholders of
the Company must be effected at a duly called annual or special meeting of
stockholders and may not be effected by written consent, and require reasonable
advance notice and other procedures to be followed by a stockholder in
connection with a proposal or director nomination which such stockholder
desires to present at any annual or special meeting of stockholders. Special
meetings of stockholders may be called only by the President of the Company or
by the Board of Directors. The Restated Certificate of Incorporation and
Restated By-Laws provide that members of the Board of Directors may be removed
only upon the affirmative vote of holders of shares representing at least 75%
of the votes entitled to be cast. The Company is subject to the anti-takeover
provision of Section 203 of the Delaware General Corporation Law (the "Delaware
Law"), which will prohibit the Company from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. The application of Section 203 also could have the effect of delaying
or preventing a change of control of the Company. These provisions, and the
provisions of the Restated Certificate of Incorporation and Restated By-Laws,
may have the effect of deterring hostile takeovers or delaying or preventing
changes in control or management of the Company, including transactions in
which stockholders might otherwise receive a premium for their shares over then
current market prices. In addition, these provisions may limit the ability of
stockholders to approve transactions that they may deem to be in their best
interests. See "Description of Capital Stock--Preferred Stock" and "--Delaware
Law and Certain Charter and By-Law Provisions".

No Dividends

The Company does not anticipate paying any cash dividends on the Common
Stock in the foreseeable future. The Company's revolving line of credit
restricts the payment of dividends. See "Dividend Policy".

16

USE OF PROCEEDS

The net proceeds to the Company from the sale of shares of Class A Common
Stock offered by the Company pursuant to this Offering are estimated to be $37.1
million ($47.9 million if the Underwriters' over-allotment option is exercised
in full), assuming a public offering price of $24.75 per share and after
deducting the estimated underwriting discount and Offering expenses. The Company
will not receive any proceeds from the sale of shares of Class A Common Stock by
the Selling Stockholders hereunder. See "Principal and Selling Stockholders".

The Company intends to use the proceeds to repay certain indebtedness owed
to sellers of businesses acquired by the Company, constituting the unpaid
deferred portion of the purchase price for those businesses ("Seller Debt"), and
to reduce the outstanding balance under its $150 million revolving credit
facility. The Seller Debt to be repaid ranges in outstanding principal amount
from approximately $38,000 to approximately $280,000, has due dates ranging from
January 2000 to May 2003, and bears interest at annual rates ranging from 8% to
9.25%. The aggregate outstanding amount of Seller Debt to be repaid from the net
proceeds of this Offering is not expected to exceed $1,100,000. The revolving
credit facility matures in January 2003, and bears interest at varying rates.
The weighted average interest rate applicable to amounts outstanding under the
revolving credit facility at June 15, 1998 was approximately 6.94% per annum. At
June 15, 1998, an aggregate of $73.9 million was outstanding under the revolving
credit facility. The terms of the credit facility permit the Company to
re-borrow under the revolving credit facility for acquisitions (subject to
certain restrictions) and general corporate purposes. The Company continually
evaluates potential acquisition candidates and intends to continue to pursue
acquisition opportunities that may become available. See "Risk
Factors--Uncertain Ability to Finance the Company's Growth", "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and Note 5 of Notes to Consolidated
Financial Statements.

DIVIDEND POLICY

No dividends have ever been declared or paid on the Company's capital
stock and the Company does not anticipate paying any cash dividends on the
Common Stock in the foreseeable future. The Company's revolving line of credit
restricts the payment of dividends. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

17

MARKET PRICE OF CLASS A COMMON STOCK

The Company's Class A Common Stock began trading on the Nasdaq National
Market under the symbol "CWST" on October 29, 1997. Prior to such date, there
was no established public trading market for the Company's Class A Common
Stock. The following table sets forth the high and low sale prices of the
Company's Class A Common Stock for the periods indicated as quoted on the
Nasdaq National Market.

Period                                                     High      Low
------                                                    -------   ------

Fiscal 1998
Second quarter (commencing October 29, 1997) ........   $22.75    $20.25
Third quarter .......................................   $26.375   $19.00
Fourth quarter ......................................   $34.00    $23.75
Fiscal 1999
First quarter (through June 24, 1998) ...............   $30.75    $24.50

At June 24, 1998, the high and low sale prices per share of the Company's
Class A Common Stock as quoted on the Nasdaq National Market were $25.25 and
$24.625, respectively. At June 24, 1998 there were approximately 190 holders of
record of the Company's Class A Common Stock.

18

CAPITALIZATION

The following table sets forth the actual capitalization of the Company as
of April 30, 1998 and as adjusted to reflect the issuance and sale of the
shares of Class A Common Stock offered by the Company pursuant to this Offering
at an assumed public offering price of $24.75 per share, after deducting the
estimated underwriting discount and offering expenses, and the application of
the net proceeds therefrom. This table should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto included elsewhere in
the Prospectus.

April 30, 1998
---------------------------
Actual       As Adjusted
------------   ------------
(in thousands)

Current maturities of long-term obligations .......................    $   3,076      $  2,748
=========      ========
Long-term obligations, net of current maturities ..................       74,833        38,041
---------      --------
Stockholders' equity:
Preferred Stock, $0.01 par value; 1,000,000 shares authorized,
no shares issued or outstanding ..................................           --            --
Class A Common Stock, $0.01 par value; 30,000,000 shares
authorized; 10,522,387 shares issued and outstanding, actual;
12,122,387 shares issued and outstanding, as adjusted(1) .........          105           121
Class B Common Stock, $0.01 par value; 1,000,000 shares
authorized; 988,200 shares issued and outstanding, actual and
as adjusted; .....................................................           10            10
Additional paid-in capital ........................................       95,901       133,005
Accumulated deficit ...............................................      (14,156)      (14,156)
---------      --------
Total stockholders' equity ...................................       81,860       118,980
---------      --------
Total capitalization .......................................    $ 156,693      $157,021
=========      ========

- ------------
(1) Excludes: (i) 1,595,302 shares of Class A Common Stock issuable upon
exercise of stock options outstanding on April 30, 1998 with a weighted
average exercise price of $8.75 per share; (ii) an additional 1,385,500
shares reserved for issuance under the Stock Plans; and (iii) warrants to
purchase 190,392 shares of Class A Common Stock at a weighted average
exercise price of $4.26 per share. See "Management--Benefit Plans",
"Description of Capital Stock" and Note 7 of Notes to Consolidated
Financial Statements.

19

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated financial and operating data set forth
below with respect to the Company's consolidated statements of operations and
cash flows for the fiscal years ended April 30, 1996, 1997 and 1998, and the
consolidated balance sheets as of April 30, 1997 and 1998 are derived from the
Company's consolidated financial statements included elsewhere in this
Prospectus, and the consolidated statement of operations and cash flows data
for the fiscal years ended April 30, 1994 and 1995 and the consolidated balance
sheet data as of April 30, 1994, 1995 and 1996 are derived from the Company's
consolidated financial statements, all of which statements have been audited by
Arthur Andersen LLP. In December 1997, the Company completed the acquisition of
All Cycle in a transaction recorded as a pooling of interests. Accordingly, the
financial statements of the Company have been restated for all prior years to
reflect the financial position, results of operations and cash flows of the
merged entities as if they had been one company for all periods presented. The
data set forth below should be read in conjunction with the Unaudited Pro Forma
Consolidated Statements of Operations and Notes thereto, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Consolidated Financial Statements and Notes thereto included
elsewhere in this Prospectus.

Fiscal Year Ended April 30,
----------------------------------------------------------------------
Restated(1)                 
---------------------------------------------             Pro Forma(2)
1994       1995        1996        1997         1998         1998
--------- ----------- ----------- ----------- ----------- ------------
(in thousands, except per share data)

Statement of Operations Data:
Revenues ................................  $13,491    $23,869     $42,829     $79,532    $118,067     $119,350
Cost of operations ......................    9,640     13,721      25,137      48,057      69,878       70,907
General and administrative ..............    2,702      2,909       7,063      12,534      17,089       17,330
Merger related costs ....................       --         --          --          --         290          290
Depreciation and amortization ...........    1,483      4,815       8,152      13,695      18,345       18,459
Loss on impairment of long-lived
assets .................................       --         --          --          --         971          971
-------    -------     -------     -------    --------     --------
Operating income (loss) .................     (334)     2,424       2,477       5,246      11,494       11,393
Interest expense, net ...................      613      1,826       2,617       4,290       6,532        4,646
Other expense (income), net .............      207         36         (90)        923         (80)          80
-------    -------     -------     -------    --------     --------
Income (loss) before provision
(benefit) for income taxes,
extraordinary items and
cumulative effect of change in
accounting principle ...................   (1,154)       562         (50)         33       5,042        6,667
Provision (benefit) for income taxes.....     (441)       220         144         452       2,385        3,046
Extraordinary items .....................       --         --         326          --          --           --
Change in accounting principle ..........      124         --          --          --          --           --
-------    -------     -------     -------    --------     --------
Net income (loss) .......................  $  (837)   $   342     $  (520)    $  (419)   $  2,657     $  3,621

Accretion of preferred stock and put
warrants ...............................       --     (2,380)     (2,967)     (8,530)     (5,738)          --
-------    -------     -------     -------    --------     --------
Net income (loss) applicable to
common stockholders ....................  $  (837)   $(2,038)    $(3,487)    $(8,949)   $ (3,081)    $  3,621
=======    =======     =======     =======    ========     ========
Basic net income (loss) per common
share ..................................  $ (0.35)   $ (0.70)    $ (1.06)    $ (2.29)   $  (0.39)    $   0.32
=======    =======     =======     =======    ========     ========
Basic weighted average common
shares outstanding (3) .................    2,355      2,900       3,279       3,913       7,912       11,375
=======    =======     =======     =======    ========     ========
Diluted net income (loss) per
common share ...........................  $ (0.35)   $ (0.70)    $ (1.06)    $ (2.29)   $  (0.39)    $   0.29
=======    =======     =======     =======    ========     ========
Diluted weighted average common
shares outstanding (3) .................    2,355      2,900       3,279       3,913       7,912       12,459
=======    =======     =======     =======    ========     ========

20

Fiscal Year Ended April 30,
--------------------------------------------------------------------------
Restated(1)
-------------------------------------------------              Pro Forma(2)
1994        1995         1996         1997         1998          1998
----------- ----------- ------------ ------------ ------------ -----------
(in thousands)

Other Operating Data:
EBITDA(4) ................................   $ 1,149     $ 7,239     $ 10,629     $ 18,941     $ 30,810      $30,823
=======     =======     ========     ========     ========      =======
Capital expenditures .....................   $   843     $ 3,731     $ 10,750     $ 16,971     $ 24,652
=======     =======     ========     ========     ========
Cash flows from operating activities......   $ 1,559     $ 4,978     $  8,642     $ 14,765     $ 19,447
=======     =======     ========     ========     ========
Cash flows from investing activities .....   $(2,270)    $(9,187)    $(28,209)    $(52,641)    $(56,499)
=======     =======     ========     ========     ========
Cash flows from financing activities......   $ 1,007     $ 4,547     $ 19,272     $ 38,755     $ 37,649
=======     =======     ========     ========     ========

April 30,
----------------------------------------------------------
Restated(1)
----------------------------------------------
1994        1995        1996         1997       1998
--------   ----------   ----------  ----------  ----------
(in thousands)

Balance Sheet Data:
Cash and cash equivalents ................   $   427     $   765      $   470     $  1,349    $  1,946
Working capital (deficit) ................      (729)     (1,393)      (2,205)      (5,577)      3,818
Property and equipment, net ..............     6,394      23,203       37,955       67,983      81,684
Total assets .............................    13,055      38,534       64,893      140,882     189,033
Long-term obligations, less current
maturities ..............................     7,331      22,998       24,103       76,901      74,833
Redeemable preferred stock ...............        --          --       22,896       31,426          --
Redeemable put warrants (5) ..............        62       3,142          400          400          --
Total stockholders' equity (deficit) .....       738       2,338         (874)          76      81,860

- ------------

(1)  The Company has restated issued audited consolidated financial statements
to reflect the merger with All Cycle consummated on December 19, 1997,
accounted for using the pooling of interests method of accounting.

(2)  Pro forma to give effect to:

(i) the Gobin acquisition as if it had occurred on May 1, 1997,
(ii) the application of the net proceeds from the November Offering as if
it had closed on May 1, 1997 and
(iii) the elimination of accretion charges related to the series preferred
stock and put warrants, none of which were outstanding after the
November Offering.

No pro forma adjustments have been made to reflect the impact of this
Offering.

(3)  Computed on the basis described in Note 3 of Notes to Consolidated
Financial Statements.

(4)  EBITDA is defined as operating income plus depreciation and amortization
and loss on impairment of long-lived assets. EBITDA does not represent, and
should not be considered as, an alternative to net income or cash flows
from operating activities, each as determined in accordance with GAAP.
Moreover, EBITDA does not necessarily indicate whether cash flow will be
sufficient for such items as working capital or capital expenditures, or to
react to changes in the Company's industry or to the economy generally. The
Company believes that EBITDA is a measure commonly used by lenders and
certain investors to evaluate a company's performance in the solid waste
industry. The Company also believes that EBITDA data may help to understand
the Company's performance because such data may reflect the Company's
ability to generate cash flows, which is an indicator of its ability to
satisfy its debt service, capital expenditure and working capital
requirements. Because EBITDA is not calculated by all companies and
analysts in the same fashion, the EBITDA measures presented by the Company
may not be comparable to similarly-titled measures reported by other
companies. Therefore, in evaluating EBITDA data, investors should consider,
among other factors: the non-GAAP nature of EBITDA data; actual cash flows;
the actual availability of funds for debt service, capital expenditures and
working capital; and the comparability of the Company's EBITDA data to
similarly-titled measures reported by other companies. For more information
about the Company's cash flows, see the consolidated statements of cash
flows in the Company's Consolidated Financial Statements.

(5)  Represents warrants to purchase 100,000 shares of Class A Common Stock
exercisable at $6.00 per share. Pursuant to the terms of these warrants, in
September 1997, warrants to purchase 25,000 shares were exercised by the
holder at $6.00 per share, and warrants to purchase 75,000 shares were
called by the Company at $7.00 per share.

21

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

The following Unaudited Pro Forma Consolidated Statements of Operations of
the Company have been prepared based upon the historical Consolidated Financial
Statements of the Company and the Notes thereto included elsewhere in this
Prospectus and gives effect to (i) the Gobin acquisition as if it had occurred
on May 1, 1997, (ii) the application of the net proceeds from the November
Offering as if it had closed on May 1, 1997 and (iii) the elimination of
accretion charges related to the series preferred stock and put warrants, none
of which were outstanding after the November Offering. An unaudited pro forma
consolidated balance sheet has not been presented as each of the pro forma
transactions occurred prior to the actual balance sheet dated April 30, 1998
included in the Consolidated Financial Statements.

The Unaudited Pro Forma Consolidated Statements of Operations should be
read in conjunction with "Capitalization" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and with the
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Prospectus. The Unaudited Pro Forma Consolidated Statements of Operations
are not necessarily indicative of the actual results of operations that would
have been reported if the events described above had occurred as of May 1,
1997, nor do they purport to indicate the results of future operations of the
Company. Furthermore, the pro forma results do not give effect to all cost
savings or incremental costs that may occur as a result of the integration and
consolidation of the completed acquisition. In the opinion of management, all
adjustments necessary to present fairly such pro forma financial results have
been made.

(Unaudited)
Fiscal Year Ended April 30, 1998
----------------------------------------------------------------------------
Adjustments
Casella                H.C. Gobin               Related to
-------------- --------------------------------   the November
Historical(1)   Historical(2)   Adjustments(3)      Offering     Pro Forma
-------------- --------------- ----------------   ------------   ----------
(in thousands, except per share data)

Revenues .......................................   $118,067         $1,283         $    --          $      --      $119,350 
--------         ------         -------          ---------      --------
Cost of operations .............................     69,878          1,029              --                 --        70,907
General and administrative .....................     17,089            241              --                 --        17,330
Merger-related costs ...........................        290             --              --                 --           290
Depreciation and amortization ..................     18,345             96              18 (3A)            --        18,459
Loss on impairment of long-lived assets ........        971             --              --                 --           971
--------         ------         -------          ---------      --------
Operating income (loss) ........................     11,494            (83)            (18)                --        11,393
Interest (income) expense, net .................      6,532             56              98 (3B)        (2,040)(4)     4,646
Other (income) expense, net ....................        (80)           160              --                 --            80
--------         ------         -------          ---------      --------
Income (loss) before provision (benefit)
for income taxes ..............................      5,042           (299)           (116)             2,040         6,667
Provision (benefit) for income taxes ...........      2,385             56            (201)(5)            806 (5)     3,046
--------         ------         -------          ---------      --------
Net income (loss) ...........................   $  2,657         $ (355)        $    85          $   1,234       $ 3,621

Accretion of preferred stock and
put warrants ..................................     (5,738)            --              --              5,738 (6)        --
--------         ------         -------          ---------      --------
Net income (loss) applicable to common
stockholders ..................................   $ (3,081)        $ (355)        $    85          $   6,972       $ 3,621
========         ======         =======          =========       =======
Basic net income (loss) per common
share .........................................   $  (0.39)                                                        $  0.32
========                                                         =======
Basic weighted average common shares
outstanding(7) ................................      7,912                                                          11,375
========                                                         =======
Diluted net income (loss) per common
share .........................................   $  (0.39)                                                        $  0.29
========                                                         =======
Diluted weighted average common shares
outstanding(7) ................................      7,912                                                          12,459
========                                                         =======
EBITDA(8) ......................................   $ 30,810                                                         $30,823
========                                                         =======

22

(1) No pro forma adjustments have been made to the historical amounts for the
year ended April 30, 1998 (i) to reflect the impact of the Offering or
(ii) to reduce operating expenses to eliminate specific expenses that the
Company believes would not have been incurred had the Gobin acquisition
occurred as of May 1, 1997.

(2) Consists of the combined historical statement of revenues and direct
operating expenses for H.C. Gobin, Inc. for the period of May 1, 1997
through September 5, 1997.

(3) Pro forma adjustments have been made to the historical amounts for the
Gobin acquisition. The Gobin acquisition was accounted for using the
purchase method of accounting for business combinations.

(A) A pro forma adjustment has been made to reflect incremental intangible
amortization expense on the excess of cost over fair market value of
the assets (goodwill) acquired as if the Gobin acquisition had
occurred on May 1, 1997. Goodwill is amortized over lives not
exceeding 40 years, and covenants not-to-compete and customer lists
are amortized over lives not exceeding 10 years.

(B) A pro forma adjustment has been made for the year ended April 30, 1998
to reflect the additional interest expense on the incremental debt
outstanding used to complete the Gobin acquisition as if such
acquisition had occurred on May 1, 1997, assuming a weighted average
interest rate of 8.5%.

(4) A pro forma adjustment has been made for the year ended April 30, 1998 to
reflect reduced interest expense resulting from the application of net
proceeds from the November Offering to reduce borrowings under the
Company's credit facility as if such reduction had occurred on May 1,
1997.

(5) A pro forma adjustment has been made to adjust the pro forma provision for
income taxes to a 39.5% rate on pro forma income before nondeductible
intangible amortization and other nondeductible expenses.

(6) A pro forma adjustment has been made to eliminate accretion charges related
to the series preferred stock and put warrants, none of which were
outstanding after the November Offering.

(7) Computed on the basis described in Note 3 of Notes to Consolidated
Financial Statements.

(8) EBITDA is defined as operating income plus depreciation and amortization
and loss on impairment of long-lived assets. EBITDA does not represent,
and should not be considered as, an alternative to net income or cash
flows from operating activities, each as determined in accordance with
GAAP. Moreover, EBITDA does not necessarily indicate whether cash flow
will be sufficient for such items as working capital or capital
expenditures, or to react to changes in the Company's industry or to the
economy generally. The Company believes that EBITDA is a measure commonly
used by lenders and certain investors to evaluate a company's performance
in the solid waste industry. The Company also believes that EBITDA data
may help to understand the Company's performance because such data may
reflect the Company's ability to generate cash flows, which is an
indicator of its ability to satisfy its debt service, capital expenditure
and working capital requirements. Because EBITDA is not calculated by all
companies and analysts in the same fashion, the EBITDA measures presented
by the Company may not be comparable to similarly-titled measures reported
by other companies. Therefore, in evaluating EBITDA data, investors should
consider, among other factors: the non-GAAP nature of EBITDA data; actual
cash flows; the actual availability of funds for debt service, capital
expenditures and working capital; and the comparability of the Company's
EBITDA data to similarly-titled measures reported by other companies. For
more information about the Company's cash flows, see the consolidated
statements of cash flows in the Consolidated Financial Statements.

23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto, the Company's Unaudited Pro Forma
Consolidated Statements of Operations and Notes thereto, and other financial
information included elsewhere in this Prospectus.

Overview

The Company is a regional, integrated solid waste services company that
provides collection, transfer, disposal and recycling services in Vermont, New
Hampshire, Maine, upstate New York and northern Pennsylvania. The Company's
objective is to continue to grow by expanding its services in markets where it
can be one of the largest and most profitable fully-integrated solid waste
services companies.

The Company's revenues have increased from $13.5 million for the fiscal
year ended April 30, 1994, to $118.1 million for the fiscal year ended April
30, 1998. From May 1, 1994 through April 30, 1998, the Company acquired 77
solid waste collection, transfer and disposal operations. Between May 1 and
June 15, 1998, the Company acquired an additional eight such businesses,
including the Hyland landfill, a Subtitle D landfill in western upstate New
York. All but one of these acquisitions were accounted for under the purchase
method of accounting for business combinations. Under the rules of purchase
accounting, the acquired companies' revenues and results of operations have
been included together with those of Casella Waste Systems, Inc. from the
actual dates of the acquisitions and will materially affect the period-to-period
comparisons of the Company's historical results of operations. In December
1997, the Company acquired a waste collection and transfer operation in a
transaction recorded as a pooling of interests. Under the rules governing
poolings of interest, the financial statements of the Company have been
restated for all prior years to reflect the financial position, results of
operations and cash flows of the merged entities as if they had been one
company for all periods presented in the accompanying financial statements.

This Prospectus may contain forward-looking statements within the meaning
of Section 27A of the Securities Act, with respect to, among other things, the
Company's future revenues, operating income, or earnings per share. There are a
number of factors of which the Company is aware that may cause the Company's
actual results to vary materially from those forecast or projected in any such
forward-looking statement, certain of which are beyond the Company's control.
These factors include, without limitation, those set forth above under the
caption "Risk Factors". The Company's failure to address successfully any of
these factors could have a material adverse effect on the Company's results of
operations.

General

The Company's revenues are attributable primarily to fees charged to
customers for solid waste collection, landfill, transfer and recycling
services. The Company derives a substantial portion of its collection revenues
from commercial, industrial and municipal services that are generally performed
under service agreements or pursuant to contracts with municipalities. The
majority of the Company's residential collection services are performed on a
subscription basis with individual households. Landfill and transfer customers
are charged a tipping fee on a per ton basis for disposing of their solid waste
at the Company's disposal facilities and transfer stations. The majority of the
Company's landfill and transfer customers are under one-year to ten-year
disposal contracts, with most having clauses for annual cost of living
increases. Recycling revenues consist of revenues from the sale of recyclable
commodities and from the sale of tire derived fuel. Other revenues consist
primarily of revenue from waste tire tipping fees and septic/liquid waste
operations. The Company's revenues are shown net of intercompany eliminations.
The Company typically establishes its intercompany transfer pricing based upon
prevailing market rates.

24

The table below shows, for the periods indicated, the percentage of the
Company's revenues attributable to services provided. The increase in the
Company's collection revenues as a percentage of revenues in fiscal 1997 and
fiscal 1998 is primarily attributable to the impact of the Company's
acquisition of collection businesses during fiscal 1996 and fiscal 1997, as
well as to internal growth through price and business volume increases. The
decrease in the Company's landfill revenues and in the Company's transfer
revenues as a percentage of revenues in fiscal 1997 and fiscal 1998 is mainly
due to a proportionately greater increase in collection and other revenues
occurring as the result of acquisitions in those areas; also, as the Company
acquires collection businesses from which it previously had derived transfer
revenues, the acquired revenues are recorded by the Company as collection
revenues. The decline in recycling revenues as a percentage of revenues in
fiscal 1997 and fiscal 1998 principally reflects an absence of acquisitions in
this area coupled with a decline in recyclable commodity prices. The increase
in other revenues as a percentage of revenues in fiscal 1997 and fiscal 1998 is
primarily due to the Company's acquisition and integration of tire processing
and septic/liquid waste operations during these periods.

% of Revenues
---------------------------------
Year Ended April 30,
---------------------------------
1996          1997         1998
--------      ------       ------

Collection .............       68.7%        69.7%        73.4%
Landfill ...............       15.8         15.5         12.4
Transfer ...............        7.1          6.5          5.8
Recycling ..............        7.4          7.1          6.5
Other ..................        1.0          1.2          1.9
-----        -----        -----
Total Revenues .........      100.0%       100.0%       100.0%
=====        =====        =====

Cost of operations includes labor, tipping fees paid to third party
disposal facilities, fuel, maintenance and repair of vehicles and equipment,
worker's compensation and vehicle insurance, the cost of purchasing materials
to be recycled, third party transportation expense, district and state taxes,
host community fees and royalties. Landfill operating expenses also include a
provision for closure and post-closure expenditures anticipated to be incurred
in the future, and leachate treatment and disposal costs.

General and administrative expenses include management, clerical and
administrative compensation and overhead, professional services and costs
associated with the Company's marketing and sales force and community relations
expense.

Depreciation and amortization expense includes depreciation of fixed
assets over the estimated useful life of the assets using the straight line
method, amortization of landfill airspace assets under the units-of-production
method, and the amortization of goodwill and other intangible assets using the
straight line method. The amount of landfill amortization expense related to
airspace consumption can vary materially from landfill to landfill depending
upon the purchase price and landfill site and cell development costs. The
Company depreciates all fixed and intangible assets (excluding non-depreciable
land) down to a zero net book value, and does not apply a salvage value to any
of its fixed assets.

Certain direct landfill development costs, such as engineering,
permitting, legal, construction and other costs directly associated with
expansion of existing landfills, are capitalized by the Company. Additionally,
the Company also capitalizes certain third party expenditures related to
pending acquisitions, such as legal and engineering. The Company will have
material financial obligations relating to closure and post-closure costs of
its existing landfills and any disposal facilities which it may own or operate
in the future. The Company has provided and will in the future provide accruals
for future financial obligations relating to closure and post-closure costs of
its landfills (generally for a term of 30 years after final closure of a
landfill) based on engineering estimates of consumption of permitted landfill
airspace over the useful life of any such landfill. There can be no assurance
that the Company's financial obligations for closure or post-closure costs will
not exceed the amount accrued and reserved or amounts otherwise receivable
pursuant to trust funds. The Company routinely evaluates all such capitalized
costs, and expenses those costs related to projects not likely to be
successful. Internal and indirect landfill development and acquisition costs,
such as executive and corporate

25

overhead, public relations and other corporate services, are expensed as
incurred. See "Risk Factors--Incurrence of Charges".

Results of Operations
The following table sets forth for the periods indicated the percentage
relationship that certain items from the Company's Consolidated Financial
Statements bear in relation to revenues.

% of Revenues
----------------------------
Year ended April 30,
----------------------------
1996       1997      1998
-------    -------   -------

Revenues .......................................    100.0%     100.0%    100.0%
Cost of operations .............................     58.5       60.4      59.2
General and administrative .....................     16.7       15.8      14.5
Merger related costs ...........................       --         --       0.2
Depreciation and amortization ..................     19.0       17.2      15.6
Loss on impairment of long-lived assets ........       --         --       0.8
Operating income ...............................      5.8        6.6       9.7
Interest expense, net ..........................      6.1        5.4       5.5
Other (income) expenses, net ...................     (0.2)       1.1      (0.1)
Provision for income taxes .....................      0.3        0.6       2.0
Net income (loss) before extraordinary items ...     (0.4)      (0.5)      2.3
-----      -----     -----
EBITDA* ........................................     24.8%      23.8%     26.1%
=====      =====     =====

* See discussion and computation of EBITDA below.

Fiscal Year Ended April 30, 1998 versus April 30, 1997

Revenues. Revenues increased $38.5 million, or 48.5%, to $118.1 million in
fiscal 1998 from $79.6 million in fiscal 1997. Approximately $33.4 million of
the increase was attributable to the impact of businesses acquired throughout
fiscal 1997 and fiscal 1998. In addition, approximately $4.7 million of the
increase was attributable to internal volume and price growth. The balance of
the increase of approximately $400,000 was due to higher average recyclable
commodity prices in fiscal 1998 versus fiscal 1997.

Cost of operations. Cost of operations increased approximately $21.8
million, or 45.4%, to $69.9 million in fiscal 1998 from $48.1 million in fiscal
1997, an increase corresponding primarily to the Company's revenue growth
described above. Cost of operations as a percentage of revenues decreased to
59.2% in fiscal 1998 from 60.4% in fiscal 1997. The decrease was primarily the
result of: (i) productivity improvements in the Company's collection operations
as a result of better route density from acquisitions, routing efficiencies
through route audits and front-end loader vehicle conversions completed
throughout fiscal 1998; and (ii) margin improvements because of price increases
in fiscal 1998.

General and administrative. General and administrative expenses increased
approximately $4.6 million, or 36.3%, to $17.1 million in fiscal 1998 from
$12.5 million in fiscal 1997. General and administrative expenses as a
percentage of revenues decreased to 14.5% in fiscal 1998 from 15.8% in fiscal
1997 due primarily to improved economies of scale related to the significant
increase in revenues.

Merger related costs. Merger related costs consist of legal and
professional fees associated with the All Cycle pooling of interests, as well
as bonus payments made to All Cycle management personnel in consideration of
the pending merger.

Depreciation and amortization. Depreciation and amortization expense
increased $4.7 million, or 34.0%, to $18.3 million in fiscal 1998 from $13.7
million in fiscal 1997. As a percentage of revenues, depreciation and
amortization expense decreased to 15.6% in fiscal 1998 from 17.2% in fiscal
1997. The decrease in depreciation and amortization expense as a percentage of
revenues was primarily the result of: (i) the increase as a percentage of the
total revenues in fiscal 1998 of the Company's collection operations, which
have lower depreciation and amortization expenses than the Company's other
operations; and (ii) lower amortization expense at the Company's Waste USA
landfill in Coventry, Vermont

26

due to the landfill receiving a permit for expansion in fiscal 1998, which
allows the Company to write off the landfill assets over a longer period.

Loss on Impairment of Long-Lived Assets. The Company recognized a loss on
impairment of long-lived assets in the fourth quarter of fiscal 1998 in the
amount of $971,000. The impairment charge was a non-cash charge to write down
the assets of the Company's waste tire processing facility in Eliot, Maine to
fair market value as of April 30, 1998, because of continuing losses of that
facility. Due to pressures on the Company's tire derived fuel customers to meet
the requirements of the Clean Air Act, the Company believes that in the future
these customers will replace tire derived fuel with natural gas as a fuel, and,
therefore, the future undiscounted cash flows will be less than the carrying
value of the waste tire processing facility before the charge.

Interest expense, net. Net interest expense increased approximately $2.2
million, or 52.3% to $6.5 million in fiscal 1998 from $4.3 million in fiscal
1997. This increase primarily reflects increased average indebtedness in fiscal
1998 principally incurred in connection with acquisitions. The Company
capitalized a total of $137,535 in interest expense in fiscal 1998, down from a
total of $182,418 in fiscal 1997.

Other (income) expense, net. Net other (income) expense has not
historically been material to the Company's results of operations. However,
during fiscal 1997, the Company settled a lawsuit for $450,000 and also paid
approximately $200,000 in attorneys fees in connection with such settlement.
Additionally, the Company wrote off $283,000 in recycling assets that were
deemed to have no value in fiscal 1997.

Provision for income taxes. Provision for income taxes increased
approximately $1.9 million, or 427.7%, to $2.4 million in fiscal 1998 from
$500,000 in fiscal 1997. This increase reflects the Company's increase in
profits in fiscal 1998, compared to losses in prior years. See Note 8 of Notes
to Consolidated Financial Statements.

Fiscal Year Ended April 30, 1997 versus April 30, 1996

Revenues. Revenues increased $36.7 million, or 85.6%, to $79.5 million in
fiscal 1997 from $42.8 million in fiscal 1996. Approximately $33.6 million of
the increase was attributable to the impact of businesses acquired throughout
fiscal 1996 and fiscal 1997. In addition, approximately $4.1 million of the
increase was attributable to internal growth, primarily through volume
increases. The effect of these revenue increases was partially offset by a
decrease of approximately $1.0 million due to lower recyclable commodity prices
in fiscal 1997 versus fiscal 1996.

Cost of operations. Cost of operations increased $22.9 million, or 91.1%,
to $48.1 million in fiscal 1997 from $25.1 million in fiscal 1996, an increase
corresponding primarily to the Company's revenue growth described above. Cost
of operations as a percentage of revenues increased to 60.4% in fiscal 1997
from 58.7% in fiscal 1996. The increase was primarily the result of: (i) an
increase in collection operations, which have higher operating costs than other
operations, as a percentage of the Company's total operations as a result of
acquisitions completed in fiscal 1996 and fiscal 1997; (ii) lower margins in
recycling services due to lower commodity prices in fiscal 1997; and (iii)
start-up and transitional expenses related to the acquisitions completed in
fiscal 1997. The Company has historically expensed all costs related to post
acquisition start-up and transitional expenditures.

General and administrative. General and administrative expenses increased
approximately $5.5 million, or 77.4%, to $12.5 million in fiscal 1997 from $7.1
million in fiscal 1996. General and administrative expenses as a percentage of
revenues decreased to 15.8% in fiscal 1997 from 16.5% in fiscal 1996 due to
improved economies of scale related to the significant increase in revenues,
and operating enhancements made to certain acquired operations.

Depreciation and amortization. Depreciation and amortization expense
increased approximately $5.5 million, or 67.9%, to $13.7 million in fiscal 1997
compared to $8.2 million in fiscal 1996. As a percentage of revenues,
depreciation and amortization expense decreased to 17.2% during fiscal 1997
from 19.0% in fiscal 1996. The decrease in depreciation and amortization
expense as a percentage of revenues was primarily the result of an increase in
the Company's collection operations as a percentage of total revenues in fiscal
1997, which generally have lower depreciation and amortization expenses than
other operations.

27

Interest expense, net. Net interest expense increased approximately $1.7
million, or 65.3%, to $4.3 million in fiscal 1997 from $2.6 million in fiscal
1996. This increase primarily reflects increased indebtedness incurred in
connection with acquisitions and capital expenditures and was offset to a small
degree by slightly lower average interest rates.

Other (income) expense. Other (income) expense has not historically been
material to the Company's results of operations. However, during fiscal 1997,
the Company established a reserve of $650,000 related to a lawsuit that was
settled for $450,000 in the first quarter of fiscal 1998. The Company also paid
$200,000 in attorneys fees in connection with such settlement. Additionally,
the Company wrote off $283,000 for recycling facility assets that were deemed
to have no value in the year ended April 30, 1997.

Provision for income taxes. Provision for income taxes increased
approximately $308,000, or 213.8%, to $452,000 in fiscal 1997 from $144,000 in
fiscal 1996, due principally to an increase in the amount of amortization of
non-deductible goodwill and other non-deductible items in fiscal 1997 as
compared to fiscal 1996.

Liquidity and Capital Resources

The Company's business is capital intensive. The Company's capital
requirements include acquisitions, fixed asset purchases and capital
expenditures for landfill development, landfill cell construction, and site and
cell closure. Because of these needs the Company has in the past had working
capital deficits. The Company had positive net working capital of $3.8 million
at April 30, 1998 compared to a $5.6 million working capital deficit at April
30, 1997.

The Company has a $150 million revolving line of credit with a group of
banks for which BankBoston, N.A. is acting as agent. This line of credit is
secured by all assets of the Company, including the Company's interest in the
equity securities of its subsidiaries. This revolving line of credit matures in
January 2003.

The proceeds from the November Offering were $48.4 million, net of
underwriters discounts and issuance costs. A portion of the November Offering
proceeds, $45 million, was used to repay long term debt, and to pay down the
line of credit. Subsequently, the Company re-borrowed under the line of credit
to finance acquisitions. Funds available to the Company under the line of
credit were $86 million at April 30, 1998.

The Company believes that its cash provided internally from operations
together with the Company's available credit facilities and the proceeds of
this Offering should enable it to meet its needs for working capital for the
next fiscal year.

Net cash provided by operations for the fiscal years ended April 30, 1998
and April 30, 1997 was $19.4 million and $14.8 million, respectively. The
increase was primarily due to the increase in the Company's net income for the
1998 fiscal year, together with an increase in depreciation and amortization
and a decrease in the Company's accrued closure and post closure costs. The
decrease in the closure/  post closure accrual is due to the completion in the
1998 fiscal year of work required to close an unlined cell at the Clinton
County landfill and at stage one of the Company's NCES landfill.

Net cash provided by operations in fiscal 1997 increased to $14.8 million
from $8.6 million in fiscal 1996 primarily due to an increase in depreciation
and amortization of approximately $5.5 million in fiscal 1997 from fiscal 1996,
and improvement of the Company's working capital.

For fiscal 1998 and fiscal 1997, cash used in investing activities was
$56.5 million and $52.6 million, respectively. The increase in investing
activities reflects the Company's capital expenditure and capital needs for
acquisitions which have increased significantly, reflecting the Company's rapid
growth by acquisition and development of revenue producing assets. The
Company's cash needs to fund investing activities are expected to increase
further as the Company continues to complete acquisitions.

For fiscal 1998 and fiscal 1997, the Company's financing activities
provided cash of $37.6 million and $38.8 million, respectively. Net cash
provided by financing activities was $19.3 million in the fiscal year ended
April 30, 1996. The net cash provided by financing activities of $37.6 million
in the fiscal year ended April 30, 1998 reflects the net proceeds of the
November Offering and borrowings on the Company's credit facility, offset by
repayments. Net cash provided by financing activities in fiscal 1997 reflects
primarily bank

28

borrowings and seller subordinated notes, less principal payments on debt. In
fiscal 1996, net cash provided by financing activities reflects the net
proceeds of approximately $12.5 million from the private placement of preferred
stock in December 1995.

The registration statement of which this prospectus is a part also
registers the issuance or resale from time to time of up to 2,000,000 shares of
the Company's Class A Common Stock in connection with the purchase of one or
more acquisitions of companies, businesses or assets complementary to the
Company's existing business.

Seasonality

The Company's revenues have historically been lower during the months of
November through March. This seasonality reflects the lower volume of waste
during the late fall, winter and early spring months primarily because: (i) the
volume of waste relating to construction and demolition activities decreases
substantially during the winter months in the northeastern United States; and
(ii) decreased tourism in Vermont, Maine and eastern New York during the winter
months tends to lower the volume of waste generated by commercial and
restaurant customers, which is partially offset by the winter ski industry.
Since certain of the Company's operating and fixed costs remain constant
throughout the fiscal year, operating income results are therefore impacted by
a similar seasonality. In addition, particularly harsh weather conditions could
result in increased operating costs to certain of the Company's operations.

The Company's quarterly revenues and operating results have varied
significantly in the past and are likely to vary substantially from quarter to
quarter in the future. The Company establishes its expenditure levels based on
its expectations as to future revenues, and, if revenue levels are below
expectations, expenses can be disproportionately high. Due to a variety of
factors including general economic conditions, governmental regulatory action,
acquisitions, capital expenditures and other costs related to the expansion of
operations and services and pricing changes, it is possible that in some future
quarter, the Company's operating results will be below the expectations of
public market analysts and investors. In such event, the Company's Class A
Common Stock price would likely be materially and adversely affected.

Inflation and Prevailing Economic Conditions

To date, inflation has not had a significant impact on the Company's
operations. Consistent with industry practice, most of the Company's contracts
provide for a pass through of certain costs, including increases in landfill
tipping fees and, in some cases, fuel costs. The Company therefore believes it
should be able to implement price increases sufficient to offset most cost
increases resulting from inflation. However, competitive factors may require
the Company to absorb at least a portion of these cost increases, particularly
during periods of high inflation.

The Company's business is located in the northeastern United States.
Therefore, the Company's business, financial condition and results of
operations are susceptible to downturns in the general economy in this
geographic region and other factors affecting the region such as state
regulations and severe weather conditions. The Company is unable to forecast or
determine the timing and/or the future impact of a sustained economic slowdown.

Year 2000 Issues

The Company uses well-regarded nationally known software vendors for both
its general accounting applications and industry-specific customer information
and billing systems. The general accounting package which the Company uses is
fully year 2000 compatible, and the provider of the solid waste industry
customer information and billing systems has made a commitment to be year 2000
compatible by August 1998.

The Company's banking arrangements are with an international banking
institution which is taking all necessary steps to insure its customers'
uninterrupted service throughout applicable year 2000 timeframes. The Company's
payroll is performed out-of-house by the largest provider of third party
payroll services in the country, which has made a commitment of uninterrupted
service to their customers throughout applicable year 2000 timeframes.

29

None of the Company's customers represents a large enough share of the
Company's revenues to materially affect overall Company revenues in the event
of an individual customer experiencing year 2000 problems. The Company believes
that the same is true of the Company's suppliers of goods and services, aside
from those discussed above.

EBITDA

EBITDA represents operating income (earnings before interest and taxes, or
"EBIT") plus depreciation and amortization expense and loss on impairment of
long-lived assets. EBITDA is not a measure of financial performance under
generally accepted accounting principles, but is provided because the Company
understands that certain investors use this information when analyzing the
financial position and performance of the Company.

Fiscal Year Ended April 30,
------------------------------------------
Restated
---------------------------
1996           1997           1998
------------   ------------   ------------
(in thousands)

Operating income ...........................     $  2,477       $  5,279       $ 11,494
Depreciation and amortization ..............        8,152         13,053         18,345
Loss on impairment of long-lived assets (1)            --             --            971
--------       --------       --------
EBITDA .....................................     $ 10,629       $ 18,332       $ 30,810
========       ========       ========
EBITDA as a percentage of revenues .........         24.8%          25.1%          26.1%

- ----------------
(1) See Note 3 of Notes to Consolidated Financial Statements.

Analysis of the factors contributing to the change in EBITDA is included in
the discussions above.

30

BUSINESS

The Company

Casella Waste Systems, Inc. is a regional, integrated, non-hazardous solid
waste services company that provides collection, transfer, disposal and
recycling services in Vermont, New Hampshire, Maine, upstate New York and
northern Pennsylvania. At June 15, 1998, the Company owned and/or operated five
Subtitle D landfills, 35 transfer stations, nine recycling processing
facilities, 28 collection divisions and two septic/liquid waste divisions,
which together served over 180,000 commercial, industrial and residential
customers. The Company was founded in 1975 as a single-truck operation in
Rutland, Vermont and subsequently expanded its operations throughout the state
of Vermont. In 1993, the Company initiated an acquisition strategy to take
advantage of anticipated reductions in available landfill capacity in Vermont
and surrounding states due to increasing environmental regulation and other
market forces driving consolidation in the solid waste industry. From May 1,
1994 through April 30, 1998, the Company acquired ownership or long-term
operating rights to 77 solid waste businesses, including four landfills, and
between May 1, 1998 and June 15, 1998 the Company acquired an additional eight
such businesses, including the Hyland landfill, a Subtitle D landfill in
western upstate New York. See "--Operations--Landfills--Hyland" and "--Legal
Proceedings". The Company believes that additional acquisition opportunities
exist in the markets it serves and in other prospective markets.

The Company's operating strategy is based on the integration of its
collection and disposal operations and the internalization of waste collected.
The Company believes that control of a substantial portion of the waste stream
and economies of scale provide it with advantages over non-integrated
competitors in its markets. During fiscal 1998, approximately 52% of the solid
waste collected by the Company was delivered for disposal at its landfills.
Additionally, approximately 74% of the solid waste disposed of at its landfills
was collected by the Company.

Industry Overview

Currently, the solid waste services industry is experiencing significant
consolidation and integration. The Company believes that this consolidation and
integration has been driven primarily by four factors: (i) stringent
environmental regulation resulting in increased capital requirements; (ii) the
inability of many smaller operators to achieve the economies of scale necessary
to compete effectively with large integrated solid waste service providers;
(iii) the competitive advantages of integrated companies generated by providing
integrated collection, transfer and disposal capabilities; and (iv)
privatization of solid waste services by municipalities. Despite the
considerable consolidation and integration that has occurred in the solid waste
industry in recent years, the Company believes the industry remains highly
fragmented both within its target markets and nationally.

Stringent environmental regulations, such as the Subtitle D Regulations,
have resulted in rising costs for owners of landfills. Subtitle D specifies
design, siting, operating, monitoring, closure and financial security
requirements for landfill operations. The permits required for landfill
development, expansion or construction have also become increasingly difficult
to obtain. In addition, Subtitle D requires more stringent engineering of solid
waste landfills including the installation of liners and leachate and gas
collection and monitoring. These ongoing costs are coupled with increased
financial reserve requirements for closure and post-closure monitoring. Certain
of the smaller industry participants have found these costs and regulations
burdensome and have decided either to close their operations or to sell them to
larger operators. As a result, the number of operating landfills has decreased
while the size of landfills has increased.

Economies of scale, driven by the high fixed costs of landfill assets and
the associated profitability of each incremental ton of waste, have led to the
development of higher volume, regional landfills. Larger integrated operators
achieve economies of scale in the solid waste collection and disposal industry
through vertical integration of their operations that may generate a
significant waste stream for their high-volume landfills.

Integrated companies gain further competitive advantage over
non-integrated operators by being able to control the waste stream. The ability
of these companies to internalize the collected solid waste

31

(i.e., collecting the waste at the source, transferring it through their own
transfer stations and disposing of it at their own disposal facility), coupled
with access to significant capital resources to make acquisitions, has created
an environment in which large integrated companies can operate more cost
effectively and competitively than non-integrated operators.

The trend toward consolidation in the solid waste services industry is
further supported by the increasing tendency of a number of municipalities to
privatize their waste disposal operations. Privatization is often an attractive
alternative for municipalities due, among other reasons, to the ability of
integrated operators to leverage their economies of scale to provide the
community with a broader range of services while enabling the municipality to
reduce its own capital asset requirements. The Company believes that the
financial condition of municipal landfills in the northeastern United States
was adversely affected by the 1994 United States Supreme Court decision which
declared "flow control" laws unconstitutional. These laws had required waste
generated in counties or districts to be disposed of at the respective county
or district-owned landfills or incinerators. The reduction in the captive waste
stream to these facilities, resulting from the invalidation of such laws,
forced the counties that owned them to increase their per ton tipping fees to
meet municipal bond payments. The Company believes that these market dynamics
are factors causing municipalities throughout the northeastern states to
consider the privatization of public facilities.

Strategy

The Company's objective is to continue to grow by expanding its services
in markets where it can be one of the largest and most profitable
fully-integrated solid waste services companies. The Company is currently
operating in Vermont, New Hampshire, Maine, upstate New York and northern
Pennsylvania, and believes that these markets and other markets with similar
characteristics present significant opportunities for achieving its objectives.
The Company focuses its efforts on markets which are characterized by: (i) a
geographically dispersed population; (ii) disposal capacity which the Company
anticipates may be available for acquisition by the Company; (iii) significant
environmental regulation which has resulted in a decrease in the total number
of operating landfills; and (iv) a lack of significant competition from other
well-capitalized and established waste management companies. The Company
believes that these characteristics result in significant market opportunities
for the first fully-integrated, well-capitalized market entrant, and create
economic and regulatory barriers to entry by additional competitors in these
markets.

The Company's strategy for achieving its objective is: (i) to acquire
solid waste collection businesses and disposal capacity in new markets, and to
make "tuck-in" acquisitions in these new markets and in existing markets; (ii)
to generate internal growth through increased sales penetration and the
marketing of additional services to existing customers; and (iii) to implement
operating enhancements and efficiencies. The Company intends to implement this
strategy as follows:

Expansion Through Acquisitions. The Company intends to continue to expand
by acquiring solid waste collection companies and disposal capacity in new
markets, and increasing its revenues and operational efficiencies in these new
markets and in existing markets through "tuck-in" and other acquisitions of
solid waste collection operations. In considering new markets, the Company
evaluates the opportunities to acquire or otherwise control sufficient
collection operations and disposal facilities which would enable it to generate
a captive waste stream and achieve the disposal economies of scale necessary to
meet its market share and financial objectives. The Company has established
criteria which enable it to evaluate the prospective acquisition opportunity
and the target market. Historically, the Company has entered new markets which
are adjacent to its existing markets; however, the Company may consider new
markets in non-contiguous geographic areas which meet its criteria. The Company
targets additional "tuck-in" acquisitions within its current markets to allow
the Company to improve further its market penetration and density and to
increase further the internalization rate of its waste streams.

Internal Growth. In order to generate continued internal growth, the
Company has focused on increasing sales penetration in its current and adjacent
markets, soliciting new commercial, industrial and residential customers,
marketing upgraded services to existing customers and, where appropriate,
raising prices. As customers are added in existing markets, the Company's
revenue per routed truck is improved, which generally increases the Company's
collection efficiencies and profitability. The Company uses

32

transfer stations, which serve to link disparate collection operations with
Company-operated landfills, as an important part of its internal growth
strategy.

Operating Enhancements for Acquired and Existing Businesses. The Company
has implemented a system that establishes standards for each of its markets and
tracks operating criteria for its collection, transfer, disposal and other
operations to facilitate improved profitability in existing and acquired
operations. These measurement criteria include collection and disposal routing
efficiency, equipment utilization, cost controls, commercial weight tracking
and employee training and safety procedures. The Company believes that by
establishing standards and closely monitoring compliance, it is able to improve
existing and acquired operations. Moreover, where the Company is able to
internalize the waste stream of acquired operations, it is further able to
increase operating efficiencies and improve capacity utilization.

Acquisition Program

The Company's acquisition program is founded on strong management
capabilities, strict acquisition criteria and defined integration procedures.
From May 1, 1994 through April 30, 1998, the Company acquired ownership or
long-term operating rights to 77 solid waste businesses, including four
landfills, and between May 1, 1998 and June 15, 1998 the Company acquired an
additional eight such businesses, including a Subtitle D landfill in western
upstate New York.

The Company's three regional vice presidents, as well as the Chief
Executive Officer and Chief Operating Officer, are each responsible for
identifying acquisition candidates and consummating acquisitions. In addition
to five dedicated business development personnel, who focus exclusively on
acquisitions, each of the Company's 29 division managers is responsible for
identifying acquisition opportunities within his or her region.

The Company has developed a set of financial, geographic and management
criteria designed to assist management in the evaluation of acquisition
candidates engaged in solid waste collection and disposal. These criteria
consist of a variety of factors, including, but not limited to: (i) historical
and projected financial performance; (ii) internal rate of return, return on
assets and earnings accretion; (iii) experience and reputation of the
acquisition candidate's management and customer service reputation and
relationships with the local communities; (iv) composition and size of the
acquisition candidate's customer base; (v) opportunity to enhance and/or expand
the Company's market area and/or ability to attract other acquisition
candidates; (vi) whether the acquisition will augment or increase the Company's
market share and/or help protect the Company's existing customer base; and
(vii) internalization opportunities to be gained by combining the acquisition
candidate with the Company's existing operations.

The Company utilizes an established integration procedure for newly
acquired businesses designed to effect a prompt and efficient integration of
the acquired business and minimize disruption to the on-going business of both
the Company and the acquired business. Once a solid waste collection operation
is acquired, the Company implements programs designed to reduce disposal costs
and improve collection and disposal routing, equipment utilization, employee
productivity, operating efficiencies and overall profitability. The Company
typically seeks to retain the acquired company's qualified managers, key
employees and selected local operations, while consolidating purchasing and
other administrative functions through the Company's corporate offices.

33

The following table sets forth the acquisitions made by the Company from
May 1, 1994 through June 15, 1998:

Company                                   Location             Business               Date Acquired
- -------                                   --------             --------               -------------

Bushee Trucking & Rubbish Removal       Manchester, VT       Collection             June 1998
Whites Sewer and Drain Services         Hinesburg, VT        Septic                 June 1998
JR's Trucking & Rubbish Removal         Hardwick, VT         Collection             June 1998
Busy Bee Disposal, Inc.                 Alfred Station, NY   Collection/Septic      June 1998
J & N Rubbish Removal, Inc.             Corinth, VT          Collection             May 1998
Aaron & Sons, Inc.                      Bennington, VT       Septic                 May 1998
Bickford Enterprises, Inc.              Pittsfield, ME       Collection             May 1998
Hyland Facility Associates Landfill     Angelica, NY         Landfill               May 1998
HB Septic                               Springfield, VT      Septic                 April 1998
Brian Pratt                             Bennington, VT       Collection             April 1998
Hartigan Co., Inc.                      Stowe, VT            Septic                 March 1998
Johnson's Septic Tank Cleaning          Lyndon, VT           Septic                 March 1998
Crandall Trucking                       Meridian, NY         Collection             March 1998
Hoyt Trucking, Inc.                     Newport, NH          Collection/Transfer    March 1998
Station
Atlantic Waste Systems, North, Inc.     Salem, NH            Collection             February 1998
The Depot at Fast Trash                 Waterbury, VT        Collection             February 1998
Barker - Sargent Corporation            Thetford, VT         Collection             February 1998
Abbey Rubbish Removal                   Northfield, VT       Collection             January 1998
Harvey Fingado Jr. Refuse Service       Maryland, NY         Collection             January 1998
S & S Disposal, Inc.                    Schenectady, NY      Collection             January 1998
All Cycle Waste/Winters Brothers        Williston, VT        Collection/Transfer    December 1997
Station
Beebe Roll-Off Container Service        Warren, NY           Collection             December 1997
BFI Geneva NY Division Routes           Geneva, NY           Collection             December 1997
Pine Tree Waste, Inc.                   S. Portland, ME      Collection/Transfer    December 1997
Station
Auburn Container Co.                    Auburn, NY           Collection             December 1997
BDS Sanitation, Vets Disposal &         Various Central NY   Collection/Transfer    November 1997
Brookman Disposal (the Teelon                               Station
Group)
D&E Sanitation Services                 Bethel, ME           Collection             November 1997
Albert Boudreau Trucking                Claremont, NH        Collection             November 1997
Wilton Waste Service                    Wilton, NY           Collection             October 1997
Mansur & Sons Trucking, Inc.            Canaan, NH           Collection             September 1997
Therrien Trucking                       St. Albans, VT       Collection             September 1997
Sanpietro Trucking                      Seneca Falls, NY     Collection             September 1997
H.C. Gobin, Inc.                        Claremont, NH        Collection             September 1997
Chittenden Recycling Services, Inc.     Williston, VT        Recycling              June 1997
Reynells Company, Inc.                  Waitsfield, VT       Septic                 June 1997
D. M. Lamothe Refuse                    St. Albans, VT       Collection             June 1997
Hinman Disposal Service                 Wellsboro, PA        Collection             June 1997
Rainbow Rubbish                         Cortland, NY         Collection             June 1997
Central Vermont Septic Services, Inc.   Burlington, VT       Septic                 June 1997
Metivier Trucking                       Burlington, VT       Collection             June 1997
Collins Garbage Service, Inc.           Ithaca, NY           Collection             May 1997
Certain Vermont Routes of Browning      Manchester, VT       Collection             April 1997
Ferris Industries of VT, Inc.
T & R Associates, Inc.                  Bath, ME             Collection             April 1997
Arlington Rubbish                       Arlington, VT        Collection             March 1997
Barnier Sons and Barnier's Trucking     Burlington, VT       Collection             March 1997
Tri Mountain Trash                      S. Londonderry, VT   Collection             March 1997
Wade's Trucking, Inc.                   Penn Yan, NY         Collection/Recycling   February 1997

34

Company                                    Location                Business                Date Acquired
- -------                                    --------                --------                -------------

Food Waste Management                    S. Burlington, VT       Collection              February 1997
Superior Disposal Services, Inc.         Newfield, NY;           Transfer Station        January 1997
Wellsboro, PA;          Collection/Recycling
and Waverly, NY
Kerkim, Inc.                             Horsehead, NY           Collection/             January 1997
Transfer Station
Young & Wilcox                           Lowville, NY            Collection              January 1997
Enviropac                                Windham, ME             Collection              November 1996
Vermont Waste and Recycling              New Haven, VT           Collection              November 1996
Management, Inc.
Certain Maine Routes of Browning         Brewer, ME              Collection              September 1996
Ferris Industries of Maine, Inc.
Warren County, New York Routes of        Warren County, NY
United Waste Systems, Inc.                                      Collection              September 1996
First Service Rubbish Removal            Crown Point, NY         Transfer Station/       September 1996
Collection
C&B Sanitation, Inc.                     Saratoga Springs, NY    Collection              September 1996
Lake Placid Disposal Service, Inc.       Lake Placid, NY         Collection/Recycling    August 1996
Bob's Rubbish Removal                    Bennington, VT          Collection              July 1996
Clinton County, NY Facilities (lease)    Clinton County, NY      Landfill/Transfer       July 1996
Station/Recycling
Seaward T.I.R.E.S., Inc.                 Eliot, ME               Waste Tire Recycling    July 1996
Ray's Disposal Service                   Carmel, ME              Collection              June 1996
Jim Blair Trucking                       Alburg, Vermont         Collection              May 1996
Earth Waste Systems, Inc.                West Rutland, VT        Collection/Recycling    May 1996
East Mountain Transport                  Sunderland, VT          Collection/Transfer     May 1996
Station
Residential Rubbish Service, Inc.        Waterbury, VT           Collection              April 1996
Hiram Hollow Regeneration Corp.          Wilton, NY              Transfer Station        March 1996
Chapin & Sons                            Hardwick, VT            Collection              February 1996
RJ's Trucking & Rubbish Removal          Richford, VT            Collection              February 1996
Northeast Waste Services, LTD.           White River Junction,   Collection/Recycling    January 1996
VT
R.C. & Son Sanitation, Inc.              Brant Lake, NY          Collection              January 1996
Sawyer Companies                         Bangor, ME              Landfill/Collection/    January 1996
Recycling/Transfer
Station
Granville Refuse Company                 Granville, NY           Collection              September 1995
Warrensburg Sanitation                   Lake George, NY         Collection              September 1995
Downey's Rubbish Removal, Inc.           Arlington, VT           Collection              August 1995
Green Mountain Sanitation, Inc.          Morrisville, VT         Collection/Recycling/   August 1995
Transfer Station
Dana H. Sweet Corp.                      Cambridge, VT           Collection              July 1995
M & R Rubbish, Inc.                      Cossayuna, NY           Collection              July 1995
Adirondack Refuse, Inc.                  Brant Lake, NY          Collection              June 1995
Central Vermont Quality Services, Inc.   Rutland, VT             Collection/Recycling    May 1995
Springer Waste Management Service        Glen Falls, NY          Collection              April 1995
Dix Rubbish Removal                      Plainfield, VT          Collection              March 1995
Waste USA, Inc. (NEWS of VT)             Coventry, VT            Transfer Station/       January 1995
Landfill
Consumat Sanco, Inc.                     Bethlehem, NH           Transfer Station/       July 1994
(NCES Landfill)                                                 Landfill
Catamount Waste Services, Inc.           Montpelier, VT          Transfer Station/       June 1994
Collection

There can be no assurance the Company will continue to be successful in
executing its acquisition strategy. See "Risk Factors--Ability to Identify,
Acquire and Integrate Acquisition Targets".

35

Service Area

The Company is managed on a decentralized basis, with its operations
divided into three geographic regions: the Central, Eastern and Western
Regions. These three regions are further divided into divisions organized
around smaller market areas, known as "waste sheds", each of which contains the
complete cycle of activities in the solid waste service process, from "curb
control" (collection) to transfer stations to landfill (disposal facility). The
Company believes that it achieves a competitive advantage in its markets over
non-integrated competitors by acquiring components of the waste shed and
internalizing operations and activities with other owned or controlled
components of the waste shed.

The following are the Company's three geographic regions that comprise the
Company's service area:

Central Region

The Central Region consists of Vermont, portions of New Hampshire and
eastern upstate New York, an area covering approximately 33,000 square miles
and a population of approximately 2.4 million residents. The Company was
founded in 1975 in Rutland, Vermont, and has continued to grow its market
presence in the Central Region. The Company owns and operates Subtitle D
landfills in Bethlehem, New Hampshire; Coventry, Vermont; and, through a
25-year capital lease, operates the Clinton County landfill located in Schuyler
Falls, New York. In addition, the Company operated 13 collection operations, 23
transfer stations and two septic/liquid waste operations in the Central Region
at June 15, 1998.

Vermont encompasses approximately 9,600 square miles and has a population
of approximately 560,000 residents. The Company owns the Waste USA landfill in
Coventry, Vermont, one of two Subtitle D landfills in Vermont, and leases (with
a right to purchase) the airspace above this landfill. The Company provides
services in substantially all of the markets in Vermont.

The Company's New Hampshire market area consists of the northern and
central (including Lebanon, Hanover, Concord and Plymouth) and certain southern
portions of the state, encompasses approximately 8,000 square miles and has a
population of approximately 423,000 residents. New Hampshire currently has five
Subtitle D landfills in operation, one of which is the NCES landfill in
Bethlehem, New Hampshire, owned by the Company. See "Risk Factors--Limitations
on Landfill Permitting and Expansion". In addition, three primary incinerators
service central and southern New Hampshire. The Company believes that a
majority of the disposal and incineration capacity in New Hampshire serves the
southeastern New Hampshire and Boston markets.

The portion of upstate New York within the Company's Central Region
extends from Interstate 90 north to the Canadian border and from the Vermont
border west to Interstate 81 and the eastern shore of Lake Ontario. This
portion of New York includes Lake Placid, Lake George and Potsdam and
encompasses approximately 15,500 square miles and a population of approximately
1.4 million residents. Three municipal Subtitle D landfills, including the
Clinton County landfill operated by the Company, and one large volume
incinerator are located in this area. The Company believes that certain
segments of the Central Region will present opportunities for acquisitions and
consolidations due to a trend toward privatization of landfills in this region.

Eastern Region

The Company's Eastern Region consists of the central and southern portions
of Maine (including Bangor and Augusta) and southeastern New Hampshire. The
Eastern Region market area encompasses approximately 15,000 square miles and
has a population of approximately 840,000 residents. The Company established a
market presence in Maine through the acquisition of the Sawyer Companies in
December 1995. Through its Sawyer operations, the Company owns the SERF
landfill located in Hampden, Maine, which processes ash, special waste and
front end processing residue from a regional incinerator. In addition, at June
15, 1998, the Company operated six transfer stations, and collects solid waste
from commercial, industrial and residential customers in the Eastern Region.
The Company's waste tire processing facility, located in Eliot, Maine, has the
capacity to process approximately 3.5 million tires per year and generates tire
derived fuel, which the Company sells to paper mills for consumption as a
supplemental energy source for boiler fuel. Because of continuing losses, in
the fourth quarter of fiscal 1998 the Company wrote-down the carrying value of
the waste tire processing facility in the amount of

36

$971,000. There can be no assurance that the Company will not incur additional
losses relating to the continued operation of the waste tire processing
facility, including in the event of, among other reasons, a weakening of the
market for tire derived fuel. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 3 to the Notes to the
Consolidated Financial Statements.

Unlike the other states in the Company's existing market area, Maine has an
aggressive incineration program and the Company believes that approximately 80%
of the waste shed in the Company's Maine market area is disposed of through
incineration. However, the Company believes that approximately 45% of the
tonnage delivered to incinerators is returned to landfills as ash and front end
processing residue, and the Company believes it is the largest disposer of
incinerated waste material in Maine. There are presently four incinerators and
five Subtitle D landfills operating in Maine, including the landfill owned and
operated by the Company. In addition, since 1989 Maine has had a moratorium on
the development of commercial landfills that prohibits additional capacity from
being built.

Western Region

The Western Region is comprised of the south central, western and southern
tier of upstate New York (including Ithaca, Elmira, Horsehead, Corning and
Watkins Glen) and the northern tier of Pennsylvania. Through the acquisition of
the Superior Disposal Services companies in January 1997, the Company
established its market presence in the Western Region. At June 15, 1998, the
Company operated six transfer stations and nine collection operations in the
Western Region. In May 1998, the Company acquired the Hyland landfill, a
Subtitle D landfill in Angelica, New York, located in the Western Region. The
Hyland landfill is the Company's first disposal facility in its Western Region,
and serves the western upstate New York waste shed. See "Risk Factors--
Limitations on Landfill Permitting and Expansion", "--Operations--Landfills" and
"--Legal Proceedings".

The Company's Western Region encompasses approximately 27,000 square miles
and has a population of approximately 2.4 million residents. A total of 25
municipal Subtitle D landfills and four privately-owned Subtitle D landfills are
located in the Western Region. The Company believes that municipal landfills in
this region typically lack a sufficiently large captive waste stream to offset
adequately the high operating costs of such landfills and, accordingly, that
incentives exist for such landfills to be privatized. Privatization of landfills
favors well-capitalized integrated operators, and creates opportunities for
these operators to establish and consolidate waste sheds.

Operations

The Company's operations include the ownership and/or operation of
landfills, solid waste collection services, transfer stations, recycling
services, septic/liquid waste operations and tire processing and other
services.

Landfills

The Company currently owns four Subtitle D landfill operations and
operates a fifth Subtitle D landfill under a long-term lease arrangement with a
county. All of the Company's operating landfills include leachate collection
systems, groundwater monitoring systems and, where required, active methane gas
extraction and recovery systems.

In fiscal 1998, approximately 74% of the solid waste disposed of at the
Company's landfills was collected by the Company, and revenues from the
Company's disposal operations accounted for approximately 12.4% of the
Company's revenue.

37

The following table provides certain information regarding the landfills
that the Company operates. All of such information is provided as of June 15,
1998.

Approximate           Capacity
Estimated               in
Total Remaining        Permitting
Permitted Capacity        Process
Landfill                   Location              (Tons) (1)         (Tons) (1) (2)
- ----------------------------   --------------------   --------------------   ---------------

Clinton County (3) .........   Schuyler Falls, NY           1,140,000           1,160,000
Waste USA (4) ..............   Coventry, VT                 1,424,000             600,000
SERF .......................   Hampden, ME                    162,000           3,200,000
NCES .......................   Bethlehem, NH                   46,000           1,500,000
Hyland .....................   Angelica, NY                 1,500,000                  --

- ------------
(1) The Company converts estimated remaining permitted and permittable capacity
calculated in cubic yards to tons by assuming a compaction factor equal to
the historical average compaction factor applicable for the respective
landfill. At June 15, 1998, the Company had not begun accepting waste at the
Hyland landfill. Consequently, for the Hyland landfill, the Company has used
a compaction factor equal to the lowest compaction rate applicable to any
existing facilities (1,408 pounds per cubic yard). Actual compaction rates
at the Company's landfills range up to 1,550 pounds per cubic yard, which
would translate into permitted capacity at the Hyland landfill of 1,650,000
tons. See "Risk Factors--Limitations on Landfill Permitting and Expansion",
"--Operations--Landfills--Hyland" and "--Legal Proceedings".
(2) Represents capacity for which the Company has begun the permitting process.
Does not include additional available capacity at the site for which permits
have not yet been sought.
(3) Operated pursuant to a capital lease expiring in 2021.
(4) The Company leases the airspace above this landfill under a lease which
expires in 2001 and contains an option to renew.

The Company regularly monitors the available permitted in-place disposal
capacity at each of its landfills and evaluates whether to seek to expand this
capacity. In making this evaluation, the Company considers various factors,
including the volume of solid waste projected to be disposed of at the
landfill, the size of the unpermitted capacity included in the landfill, the
likelihood that the Company will be successful in obtaining the approvals and
permits required for the expansion and the costs that would be involved in
developing the expanded capacity. The Company also considers on an ongoing
basis the extent to which it is advisable, in light of changing market
conditions and/or regulatory requirements, to seek to expand or change the
permitted waste streams at a particular landfill or to seek other permit
modifications.

The permitting process is lengthy, difficult and expensive, and is subject
to substantial uncertainty and there can be no assurance that any such permits
or expansion requests will be granted. Often, even when permits are granted,
they are not granted until the landfill's remaining capacity is very low. There
can be no assurance that the Company will be able to add additional disposal
capacity when needed or, if added, that such capacity can be added on
satisfactory terms or at its landfills where expansion is most immediately
needed. If the Company is not able to add additional disposal capacity when and
where needed, it may need to dispose of its collected waste at its other
landfills or at landfills owned by others. Such a circumstance could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Risk Factors--Limitations on Landfill Permitting
and Expansion" and "--Comprehensive Government Regulation" and "--Potential
Environmental Liability".

Set forth below is certain information concerning the Company's landfills.

Clinton County. The Clinton County landfill, located in Schuyler Falls,
New York, is leased by the Company from Clinton County, New York pursuant to a
25-year capital lease which expires in 2021. The Company estimates, based on
current usage levels, that the Clinton County landfill has permitted air space
capacity remaining for approximately seven-and-a-half years of disposal. The
Company expects to file applications with state regulatory officials seeking to
further expand the permitted landfill capacity. See "--Property and Equipment".

Waste USA. The Waste USA landfill is located in Coventry, Vermont and
serves the northern two-thirds of Vermont. The Company owns the landfill and
leases the permitted air space capacity above the landfill

38

through January 2001 with an option to renew the lease. The Company also has an
option to purchase the company from which it leases the air space. In the last
quarter of fiscal 1998, the Company received a permit for an additional
approximately 1,300,000 tons of capacity. The Company estimates, based on
current usage levels, that the Waste USA landfill has permitted air space
capacity for approximately eight-and-a-half years of disposal. In addition, the
Company has applied for a variance which, if obtained, would enable the Company
to amend its permit to add an additional 600,000 tons of permitted capacity.
The Waste USA landfill is subject to state regulations and practices that
generally do not allow permits for more than five years of expected annual
capacity. See "--Property and Equipment".

SERF. The SERF landfill is located in Hampden, Maine. The SERF landfill
processes ash, special waste and front end processing residue (i.e., glass and
other material segregated and disposed of separately from solid waste prior to
incineration), for the Penobscot Energy Recovery Corporation's incinerator
under a contract expiring in 2003. The Company estimates, based on current
usage levels, that the SERF landfill has permitted air space capacity remaining
for approximately one-and-a-half years of disposal. The Company has filed an
application for a permit to expand the capacity of the landfill in three
phases. The Company believes that most elements of the first two of the three
phases of its planned expansion are permittable under the grandfather
provisions of local ordinances. Approval for the third phase of the Company's
planned expansion will require the town of Hampden, Maine to amend a local
ordinance. The Company may not succeed in its effort to amend that ordinance.

NCES. The NCES landfill, located in Bethlehem, New Hampshire, serves the
northern and central New Hampshire waste sheds and portions of the Maine and
Vermont waste sheds. In 1992, the town of Bethlehem adopted a zoning ordinance
which precludes the "expansion of any existing landfills" which are not
operated by the town. A proposed zoning ordinance change was defeated by town
residents in March 1997 and March 1998, and it is not anticipated that another
vote would take place until at least March 1999. In an effort to prolong the
useful life of the permitted capacity until March 1999, the Company is limiting
the rate of disposal at the facility and expects that the capacity at that
restricted rate will be filled no later than March 1999, at which time, if the
Company does not obtain local approval for additional air space capacity, the
Company will be required to initiate closure of the landfill. There can be no
assurance that another vote will take place or that in such a vote the zoning
ordinance changes will be approved by Bethlehem town voters prior to the time
when the estimated total remaining permitted disposal capacity of the NCES
landfill is exhausted. The Company has obtained the necessary state permit to
expand its air space capacity, contingent on local approval. The Company
believes that the proximity of the Waste USA landfill to the NCES landfill
would enable the Company to redirect solid waste to the Waste USA landfill in
the event that permitting takes longer than expected or if no expansion is
allowed at NCES. If such redirection of solid waste is required, it may result
in additional costs to the Company's operations.

Hyland. The Hyland landfill, located in Angelica, New York in Allegany
County, serves the Company's Western Region. The Company has received a permit
from the State of New York Department of Environmental Conservation for
approximately 1,500,000 tons of disposal capacity at the facility and is
permitted to accept 500 tons of municipal solid waste per day. Prior to its
acquisition by the Company in May 1998, the first cell (with a permitted
capacity of 80,000 tons) of the facility was fully constructed and the facility
had not accepted any waste for disposal. The Company estimates that the Hyland
landfill has permitted air space capacity under the permit from the State of
New York Department of Environmental Conservation for 11 years of disposal. The
Town of Angelica, New York, has adopted certain laws which would require the
Company to obtain an additional permit from the Town of Angelica for the
operation of the Hyland landfill, would prohibit the expansion of the landfill
and would prevent the disposal of yard waste and may preclude the disposal of
industrial waste at that facility. The Company has filed a lawsuit against the
Town of Angelica seeking to set aside the enforcement of the law, and a
temporary restraining order has been issued in favor of the Company. If the
Company is not successful in its lawsuit, and if the Town of Angelica seeks to
enforce the law by its terms, then the Company would be required to obtain an
additional permit from the Town of Angelica to operate the Hyland landfill, the
expansion of the landfill beyond the current permitted capacity would be
prohibited, and the Company would be unable to dispose of yard waste and may be
precluded from disposing of industrial waste at the landfill. There can be no
assurance that such limitations would not have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
has not yet begun accepting waste at the Hyland landfill. See "Risk
Factors--Limitations on Landfill Permitting and Expansion" and "--Legal
Proceedings".

39

The Company also owns and/or operated five unlined landfills, which are not
currently in operation. Three of these landfills have been closed and
environmentally capped by the Company. Governmental approval has been obtained
for closure of a fourth landfill and closure is expected to begin shortly. The
Company has established a reserve for the estimated costs associated with such
closure. The fifth unlined landfill, a municipal landfill which is adjacent to
the Subtitle D Clinton County landfill being operated by the Company, was
operated by the Company from July 1996 through July 1997. The Company completed
the closure and capping activities at this landfill in September 1997, and is
indemnified by Clinton County for environmental liabilities arising from such
landfill prior to the Company's operation. See "Risk Factors--Comprehensive
Government Regulation" and--Potential Environmental Liability".

Once the permitted capacity of a particular landfill is reached, the
landfill must be closed and capped if additional capacity is not authorized.
See "Risk Factors--Potential Inadequacy of Accruals for Closure and
Post-Closure Costs". The Company establishes reserves for the estimated costs
associated with such closure and post-closure costs over the anticipated useful
life of such landfill.

Solid Waste Collection

The Company's 28 solid waste collection divisions served over 180,000
commercial, industrial and residential customers at June 15, 1998. During
fiscal 1998, approximately 52% of the solid waste collected by the Company was
delivered for disposal at its landfills. The Company's collection operations
are generally conducted within a 125-mile radius of its landfills. A majority
of the Company's commercial and industrial collection services are performed
under one-to-three-year service agreements, and fees are determined by such
factors as collection frequency, type of equipment and containers furnished,
the type, volume and weight of the solid waste collected, the distance to the
disposal or processing facility and the cost of disposal or processing. The
Company's residential collection and disposal services are performed either on
a subscription basis (i.e., with no underlying contract) with individuals, or
under contracts with municipalities, homeowners associations, apartment owners
or mobile home park operators. Revenues from collection operations accounted
for approximately 73.4% of the Company's revenues in fiscal 1998. In fiscal
1998, no single collection customer individually accounted for more than 1% of
the Company's revenues.

Transfer Station Services

The Company operated 35 transfer stations at June 15, 1998, of which 14
were owned by the Company and 21 were leased and/or operated under contracts
with municipalities. The transfer stations receive, compact and transfer solid
waste collected primarily from the Company's various collection operations to
larger Company-owned vehicles for transport to landfills. The Company believes
that transfer stations benefit the Company by: (i) increasing the size of the
waste shed which has access to the Company's landfills; (ii) reducing costs by
improving utilization of collection personnel and equipment; and (iii) building
relationships with municipalities that may lead to future business
opportunities, including privatization of the municipality's waste management
services. Revenues from transfer station services accounted for approximately
5.8% of the Company's revenues in fiscal 1998.

Recycling Services

The Company has positioned itself to provide recycling services to
customers who are willing to pay for the cost of the recycling service. The
proceeds generated from reselling the recycled materials are increasingly
shared between the Company and its customers. In addition, the Company has
adopted a pricing strategy of charging collection and processing fees for
recycling volume collected from third parties. By structuring its recycling
service program in this way, the Company has sought to reduce its exposure to
commodity price risk with respect to the recycled materials.

At June 15, 1998, the Company operated nine recycling processing
facilities. The Company processes more than 20 classes of recyclable materials
originating from the municipal solid waste stream, including cardboard, office
paper, containers and bottles. The Company's recycling operations are
concentrated principally in Vermont, as the public sector in other states in
the Company's service area has taken primary responsibility for recycling
efforts. At June 15, 1998, the Company employed one commodity sales manager to
develop end markets, and had 56 employees in the recycling facilities to
support the processing of approximately 65,000 tons of recyclable materials
annually. Revenues from the

40

collection, processing and sale of recyclable waste materials accounted for
approximately 6.5% of the Company's revenues in fiscal 1998.

Waste Tire Processing and Other Services

The Company's waste tire processing facility, located in Eliot, Maine, has
the capacity to process approximately 3.5 million tires per year and generates
tire derived fuel, which the Company sells to paper mills for consumption as a
supplemental energy source for boiler fuel. In June 1997, the Company was
selected by the State of Maine to process an estimated 2.5 million tires over
an 18-month period. Revenues from waste tire processing and other special
services (consisting primarily of septic/liquid waste operations) accounted for
approximately 1.9% of the Company's revenues in fiscal 1998. Because of
continuing losses in the Company's waste tire processing facility, in the
fourth quarter of fiscal 1998, the Company wrote-down the carrying-value of the
assets of that business in the amount of $971,000. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations".

Competition

The solid waste services industry is highly competitive, is undergoing a
period of increasingly rapid consolidation, and requires substantial labor and
capital resources. The Company competes with numerous solid waste management
companies, many of which are significantly larger and have greater access to
capital and greater financial, marketing or technical resources than the
Company. Certain of the Company's competitors are large national companies that
may be able to achieve greater economies of scale than the Company. The Company
also competes with a number of regional and local companies. In addition, the
Company competes with operators of alternative disposal facilities, including
incinerators, and with certain municipalities, counties and districts that
operate their own solid waste collection and disposal facilities. Public sector
facilities may have certain advantages over the Company due to the availability
of user fees, charges or tax revenues and the greater availability to them of
tax-exempt financing. In addition, recycling and other waste reduction programs
may reduce the volume of waste deposited in landfills.

The Company competes for collection and disposal volume primarily on the
basis of the price and quality of its services. From time to time, competitors
may reduce the price of their services in an effort to expand market share or
to win a competitively bid municipal contract. These practices may also lead to
reduced pricing for the Company's services or the loss of business.

Competition exists within the industry not only for collection,
transportation and disposal volume, but also for acquisition candidates. The
Company generally competes for acquisition candidates with publicly owned
regional and national waste management companies. See "Risk Factors--Highly
Competitive Industry".

Marketing and Sales

The Company has a coordinated marketing and sales strategy which is
formulated at the corporate level and implemented at the divisional level. The
Company markets its services locally through division managers and direct sales
representatives who focus on commercial, industrial, municipal and residential
customers. At June 15, 1998, the Company had 29 division managers and 28 direct
sales representatives. The Company also obtains new customers from referral
sources, its general reputation and local market print advertising. Leads are
also developed from new building permits, business licenses and other public
records. Additionally, each division generally advertises in the yellow pages
and other local business print media that cover its service area.

Maintenance of a local presence and identity is an important aspect of the
Company's marketing plan, and many of the Company's managers are involved in
local governmental, civic and business organizations. The Company's name and
logo, or, where appropriate, that of the Company's divisional operations, are
displayed on all Company containers and trucks. Additionally, the Company
attends and makes presentations at municipal and state conferences and
advertises in governmental associations' membership publications.

The Company markets its commercial, industrial and municipal services
through its sales representatives who visit customers on a regular basis and
make sales calls to potential new customers. These sales representatives
receive a significant portion of their compensation based upon meeting certain
incentive

41

targets. The Company emphasizes providing quality services and customer
satisfaction and retention, and believes that its focus on quality service will
help retain existing and attract additional customers.

Property and Equipment

The principal fixed assets used by the Company in connection with its
landfill operations are its five landfills which are described under
"--Operations--Landfills".

The Clinton County landfill is operated under a capital lease scheduled to
expire in 2021. The Company is generally obligated under the lease to expand
the landfill at its own cost, subject to market forces and demand. The Clinton
County landfill is not permitted to receive waste from certain geographic
regions in New York and has a permitted capacity of 125,000 tons per year. The
tipping fee paid for waste generated in Clinton County is fixed for 25 years
subject to limited inflation increases during the term of the lease. During
fiscal 1998, approximately 18.4% (by tonnage) of the solid waste disposed of at
the Clinton County landfill was generated in Clinton County.

Under the lease, the Company is responsible for operating the landfill in
compliance with all applicable environmental laws, including without limitation,
possessing and complying with all necessary permits and licenses. The Company
must indemnify the County for all liabilities resulting from any violations of
those laws (exclusive of violations based on pre-existing conditions, which
remain the responsibility of the County and with respect to which the County
indemnifies the Company). In addition, the Company is responsible for the
composition of waste deposited at the landfill during the lease term, regardless
of the Company's knowledge or monitoring efforts. The lease gives the Company
full physical and managerial control over an unlined landfill on the site, which
was operated by the Company from July 1996 through July 1997, while the lined
landfill was under construction. Clinton County has agreed to indemnify the
Company for environmental liabilities arising from the unlined landfill prior to
its operation by the Company. The Company is responsible for the closure of the
unlined landfill, and post-closure care is the responsibility of the County. The
Company completed the closure and capping activities at this landfill in
September 1997. The Company is also responsible for performing certain cleanup
work with respect to the unlined landfill and has agreed to absorb the resulting
costs subject to satisfactory construction of the lined portion. The Company is
responsible for both closure and post-closure care with respect to the lined
landfill upon exhaustion of the corresponding airspace. See
"--Operations--Landfills--Clinton County".

The Company owns the Waste USA landfill and leases the permitted airspace
capacity above the landfill under a lease which is scheduled to expire in 2001
and which is extendable for an additional six years. The lease payments are
made quarterly in an amount equal to the greater of (a) the rate of $3.75 per
ton of all solid waste accepted at the landfill, as adjusted, or (b) $33,000.
The Company is required to pay the lessor at the end of the lease term the
difference between $6,000,000 and the actual amounts paid under the lease. In
addition, at the end of the lease term, the Company is obligated to exercise
one of the following options: (i) to purchase all of the stock of the lessor
for $300,000; (ii) to purchase the leased airspace for $300,000; or (iii) to
extend the term of the lease for the remaining permitted life of the landfill
operation for $300,000. The Company may exercise the option at any time before
January 25, 2001.

Other than the landfills, the principal fixed assets used by the Company
in its solid waste collection and landfill operations included, at June 15,
1998, approximately 946 collection vehicles, 130 pieces of heavy equipment and
191 support vehicles. At June 15, 1998, transfer station operations included 35
transfer stations, 14 of which are owned and 21 of which are leased and/or
operated under agreements expiring between 1998 and 2021.

At June 15, 1998, the Company utilized nine recycling processing
facilities in its service areas, of which seven are owned and two are leased
and/or operated under agreements expiring between 1999 and 2021.

The Company owns and operates a 46-acre tire processing facility located
in Eliot, Maine, consisting of storage facilities, tire shredding machines and
a scale and receiving area.

The Company's facility in Rutland, Vermont, consisting of approximately
10,000 square feet utilized for the Company's headquarters, and its recycling
processing facility and office located in Montpelier,

42

Vermont, consisting of an aggregate of approximately 24,000 square feet, are
leased from Casella Associates, a company owned by John and Douglas Casella.
See "Certain Transactions".

Employees

At June 15, 1998, the Company employed 1,043 full-time employees,
including 63 professionals or managers, 814 employees involved in collection,
transfer and disposal operations, and 166 sales, clerical, data processing or
other administrative employees. None of the Company's employees are represented
by unions. The employees of SDS of PA, Inc., located in Wellsboro,
Pennsylvania, which the Company acquired in January 1997, rejected a measure in
the first half of fiscal 1998 to select a union to represent the employees in
labor negotiations with management. In addition, in the second half of fiscal
1998, the production workers of the Company's tire recycling facility in Maine
rejected a measure to select a union to represent them in labor negotiations
with management. An unfair labor charge was filed against the Company with the
Region 1 office of the National Labor Relations Board in Boston, Massachusetts
alleging that on the day the petition was received at the tire recycling
facility, workers were improperly interrogated and/or threatened by local
management. The Company reached an agreement resolving these charges, with no
liability to the Company. The Company is aware of no other organizational
efforts among its employees. Through a labor utilization agreement, the Company
utilizes the services of Clinton County employees at the Clinton County
landfill. The Clinton County employees are represented by a labor union. The
Company believes that its relations with its employees are good.

Risk Management, Insurance and Performance or Surety Bonds

The Company actively maintains environmental and other risk management
programs which it believes are appropriate for its business. The Company's
environmental risk management program includes evaluating existing facilities,
as well as potential acquisitions, for environmental law compliance and
operating procedures. The Company also maintains a worker safety program which
encourages safe practices in the workplace. Operating practices at all Company
operations are intended to reduce the possibility of environmental
contamination and litigation.

The Company carries a range of insurance intended to protect its assets
and operations, including a commercial general liability policy and a property
damage policy. A partially or completely uninsured claim against the Company
(including liabilities associated with cleanup or remediation at its own
facilities) if successful and of sufficient magnitude, could have a material
adverse effect on the Company's business, financial condition and results of
operations. Any future difficulty in obtaining insurance could also impair the
Company's ability to secure future contracts, which may be conditioned upon the
availability of adequate insurance coverage.

Municipal solid waste collection contracts and landfill closure
obligations may require performance or surety bonds, letters of credit or other
means of financial assurance to secure contractual performance. The Company has
not experienced difficulty in obtaining performance or surety bonds or letters
of credit. If the Company were unable to obtain performance or surety bonds or
letters of credit in sufficient amounts or at acceptable rates, it may be
precluded from entering into additional municipal solid waste collection
contracts or obtaining or retaining landfill operating permits. See "Risk
Factors--Inability to Obtain Performance or Surety Bonds, Letters of Credit or
Insurance".

Regulation

Introduction

The Company is subject to extensive and evolving Federal, state and local
environmental laws and regulations which have become increasingly stringent in
recent years. The environmental regulations affecting the Company are
administered by the EPA and other Federal, state and local environmental,
zoning, health and safety agencies. The Company believes that it is currently
in substantial compliance with applicable Federal, state and local
environmental laws, permits, orders and regulations, and it does not currently
anticipate any material environmental costs to bring its operations into
compliance (although there can be no assurance in this regard). The Company
anticipates there will continue to be increased

43

regulation, legislation and regulatory enforcement actions related to the solid
waste services industry. As a result, the Company attempts to anticipate future
regulatory requirements and to plan accordingly to remain in compliance with
the regulatory framework.

In order to transport solid waste, it is necessary for the Company to
possess and comply with one or more permits from state or local agencies. These
permits also must be periodically renewed and may be modified or revoked by the
issuing agency.

The principal Federal, state and local statutes and regulations applicable
to the Company's various operations are as follows:

The Resource Conservation and Recovery Act of 1976 ("RCRA")

RCRA regulates the generation, treatment, storage, handling,
transportation and disposal of solid waste and requires states to develop
programs to ensure the safe disposal of solid waste. RCRA divides solid waste
into two groups, hazardous and nonhazardous. Wastes are generally classified as
hazardous if they (i) either (a) are specifically included on a list of
hazardous wastes, or (b) exhibit certain characteristics defined as hazardous;
and (ii) are not specifically designated as nonhazardous. Wastes classified as
hazardous under RCRA are subject to much stricter regulation than wastes
classified as nonhazardous, and businesses that deal with hazardous waste are
subject to regulatory obligations in addition to those imposed on handlers of
nonhazardous waste.

Among the wastes that are specifically designated as nonhazardous are
household waste and "special" waste, including items such as petroleum
contaminated soils, asbestos, foundry sand, shredder fluff and most
nonhazardous industrial waste products.

The EPA regulations issued under Subtitle C of RCRA impose a comprehensive
"cradle to grave" system for tracking the generation, transportation,
treatment, storage and disposal of hazardous wastes. The Subtitle C Regulations
impose obligations on generators, transporters and disposers of hazardous
wastes, and require permits that are costly to obtain and maintain for sites
where such material is treated, stored or disposed. Subtitle C requirements
include detailed operating, inspection, training and emergency preparedness and
response standards, as well as requirements for manifesting, record keeping and
reporting, corrective action, facility closure, post-closure and financial
responsibility. Most states have promulgated regulations modeled on some or all
of the Subtitle C provisions issued by the EPA. Some state regulations impose
different, additional obligations.

The Company is currently not involved with transportation or disposal of
hazardous substances (as defined in CERCLA) in concentrations or volumes that
would classify those materials as hazardous wastes. However, the Company has
transported hazardous substances in the past and very likely will remain
involved with hazardous substance transportation and disposal in the future to
the extent that materials defined as hazardous substances under CERCLA are
present in consumer goods and in the waste streams of its customers.

In October 1991, the EPA adopted the Subtitle D Regulations governing
solid waste landfills. The Subtitle D Regulations, which generally became
effective in October 1993, include location restrictions, facility design
standards, operating criteria, closure and post-closure requirements, financial
assurance requirements, groundwater monitoring requirements, groundwater
remediation standards and corrective action requirements. In addition, the
Subtitle D Regulations require that new landfill sites meet more stringent
liner design criteria (typically, composite soil and synthetic liners or two or
more synthetic liners) intended to keep leachate out of groundwater and have
extensive collection systems to carry away leachate for treatment prior to
disposal. Groundwater monitoring wells must also be installed at virtually all
landfills to monitor groundwater quality and, indirectly, the effectiveness of
the leachate collection system. The Subtitle D Regulations also require, where
certain regulatory thresholds are exceeded, that facility owners or operators
control emissions of methane gas generated at landfills in a manner intended to
protect human health and the environment. Each state is required to revise its
landfill regulations to meet these requirements or such requirements will be
automatically imposed by the EPA upon landfill owners and operators in that
state. Each state is also required to adopt and implement a permit program or
other appropriate system to ensure that landfills within the state comply with
the Subtitle D Regulations

44

criteria. Various states in which the Company operates or in which it may
operate in the future have adopted regulations or programs as stringent as, or
more stringent than, the Subtitle D Regulations.

The Federal Water Pollution Control Act of 1972

The Federal Water Pollution Control Act of 1972, as amended ("Clean Water
Act"), regulates the discharge of pollutants from a variety of sources,
including solid waste disposal sites and transfer stations, into waters of the
United States. If run-off from the Company's transfer stations or if run-off or
collected leachate from the Company's owned or operated landfills is discharged
into streams, rivers or other surface waters, the Clean Water Act would require
the Company to apply for and obtain a discharge permit, conduct sampling and
monitoring and, under certain circumstances, reduce the quantity of pollutants
in such discharge. Also, virtually all landfills are required to comply with
the EPA's storm water regulations issued in November 1990, which are designed
to prevent contaminated landfill storm water runoff from flowing into surface
waters. The Company believes that its facilities are in compliance in all
material respects with Clean Water Act requirements.

The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980

CERCLA established a regulatory and remedial program intended to provide
for the investigation and cleanup of facilities where or from which a release
of any hazardous substance into the environment has occurred or is threatened.
CERCLA's primary mechanism for remedying such problems is to impose strict
joint and several liability for cleanup of facilities on current owners and
operators of the site, former owners and operators of the site at the time of
the disposal of the hazardous substances, as well as the generators of the
hazardous substances and the transporters who arranged for disposal or
transportation of the hazardous substances. In addition, CERCLA also imposes
liability for the cost of evaluating and remedying any damage done to natural
resources. The costs of CERCLA investigation and cleanup can be very
substantial. Liability under CERCLA does not depend upon the existence or
disposal of "hazardous waste" as defined by RCRA, but can also be founded upon
the existence of even very small amounts of the more than 700 "hazardous
substances" listed by the EPA, many of which can be found in household waste.
In addition, the definition of "hazardous substances" in CERCLA incorporates
substances designated as hazardous or toxic under the federal Clean Water Act,
Clear Air Act and Toxic Substances Control Act. If the Company were found to be
a responsible party for a CERCLA cleanup, the enforcing agency could hold the
Company, or any other generator, transporter or the owner or operator of the
contaminated facility, responsible for all investigative and remedial costs
even if others may also be liable. CERCLA also authorizes the imposition of a
lien in favor of the United States upon all real property subject to, or
affected by, a remedial action for all costs for which a party is liable.
CERCLA provides a responsible party with the right to bring a contribution
action against other responsible parties for their allocable shares of
investigative and remedial costs. The Company's ability to get others to
reimburse it for their allocable shares of such costs would be limited by the
Company's ability to find other responsible parties and prove the extent of
their responsibility and by the financial resources of such other parties.

The Clean Air Act

The Clean Air Act generally, through state implementation of Federal
requirements, regulates emissions of air pollutants from certain landfills
based upon the date of the landfill construction and volume per year of
emissions of regulated pollutants. The EPA has promulgated new source
performance standards regulating air emissions of certain regulated pollutants
(methane and non-methane organic compounds) from municipal solid waste
landfills. Landfills located in areas that do not comply with certain
requirements of the Clean Air Act may be subject to even more extensive air
pollution controls and emission limitations. In addition, the EPA has issued
standards regulating the disposal of asbestos-containing materials.

All of the Federal statutes described above contain provisions
authorizing, under certain circumstances, the institution of lawsuits by
private citizens to enforce the provisions of the statutes. In addition to a
penalty award to the United States, some of those statutes authorize an award
of attorney's fees to parties successfully advancing such an action.

45

The Occupational Safety and Health Act of 1970 ("OSHA")

OSHA establishes employer responsibilities and authorizes the promulgation
by the Occupational Safety and Health Administration of occupational health and
safety standards, including the obligation to maintain a workplace free of
recognized hazards likely to cause death or serious injury, to comply with
adopted worker protection standards, to maintain certain records, to provide
workers with required disclosures and to implement certain health and safety
training programs. Various of those promulgated standards may apply to the
Company's operations, including those standards concerning notices of hazards,
safety in excavation and demolition work, the handling of asbestos and
asbestos-containing materials, and worker training and emergency response
programs.

State and Local Regulations

Each state in which the Company now operates or may operate in the future
has laws and regulations governing the generation, storage, treatment,
handling, transportation and disposal of solid waste, water and air pollution
and, in most cases, the siting, design, operation, maintenance, closure and
post-closure maintenance of landfills and transfer stations. In addition, many
states have adopted statutes comparable to, and in some cases more stringent
than, CERCLA. These statutes impose requirements for investigation and cleanup
of contaminated sites and liability for costs and damages associated with such
sites, and some provide for the imposition of liens on property owned by
responsible parties. Some of those liens may take priority over previously
filed instruments. Furthermore, many municipalities also have local ordinances,
laws and regulations affecting Company operations. These include zoning and
health measures that limit solid waste management activities to specified sites
or conduct, flow control provisions that direct the delivery of solid wastes to
specific facilities or to facilities in specific areas, laws that grant the
right to establish franchises for collection services and then put out for bid
the right to provide collection services, and bans or other restrictions on the
movement of solid wastes into a municipality.

Certain permits and approvals may limit the types of waste that may be
accepted at a landfill or the quantity of waste that may be accepted at a
landfill during a given time period. In addition, certain permits and
approvals, as well as certain state and local regulations, may limit a landfill
to accepting waste that originates from specified geographic areas or seek to
restrict the importation of out-of-state waste or otherwise discriminate
against out-of-state waste. Generally, restrictions on importing out-of-state
waste have not withstood judicial challenge. However, from time to time Federal
legislation is proposed which would allow individual states to prohibit the
disposal of out-of-state waste or to limit the amount of out-of-state waste
that could be imported for disposal and would require states, under certain
circumstances, to reduce the amounts of waste exported to other states.
Although such legislation has not been passed by Congress, if this or similar
legislation is enacted, states in which the Company operates landfills could
limit or prohibit the importation of out-of-state waste. Such state actions
could materially adversely affect the business, financial condition and results
of operations of landfills within those states that receive a significant
portion of waste originating from out-of-state.

In addition, certain states and localities may for economic or other
reasons restrict the export of waste from their jurisdiction or require that a
specified amount of waste be disposed of at facilities within their
jurisdiction. In 1994, the U.S. Supreme Court held unconstitutional, and
therefore invalid, a local ordinance that sought to impose flow controls on
taking waste out of the locality. However, certain state and local
jurisdictions continue to seek to enforce such restrictions and, in certain
cases, the Company may elect not to challenge such restrictions. In addition,
the aforementioned proposed Federal legislation would allow states and
localities to impose certain flow control restrictions. These restrictions
could reduce the volume of waste going to landfills in certain areas, which may
materially adversely affect the Company's ability to operate its landfills
and/or affect the prices that can be charged for landfill disposal services.
These restrictions may also result in higher disposal costs for the Company's
collection operations. If the Company were unable to pass such higher costs
through to its customers, the Company's business, financial condition and
results of operations could be materially adversely affected.

There has been an increasing trend at the Federal, state and local levels
to mandate or encourage both waste reduction at the source and waste recycling,
and to prohibit or restrict the disposal in landfills of certain types of solid
wastes, such as yard wastes, leaves and tires. The enactment of regulations

46

reducing the volume and types of wastes available for transport to and disposal
in landfills could affect the Company's ability to operate its landfill
facilities.

Legal Proceedings

On or about October 30, 1997, Mr. Matthew M. Freeman commenced a civil
lawsuit against the Company and two of the Company's officers and directors in
the Rutland Superior Court, Rutland County, State of Vermont. In the complaint,
Mr. Freeman seeks compensation for services allegedly performed by him prior to
1995. Mr. Freeman is seeking a three percent equity interest in the Company or
the monetary equivalent thereof, as well as punitive damages. The Company and
the officers and directors have answered the complaint, denied Mr. Freeman's
allegations of wrongdoing, and asserted various defenses. In order to
facilitate the completion of the November Offering, certain stockholders of the
Company, including the two officers named as defendants, agreed to indemnify
the Company for any settlement by the Company or any award against the Company
in excess of $350,000 (but not including legal fees paid by or on behalf of the
Company or any other party).

On May 12, 1998, the Company filed suit in New York Supreme Court, Allegany
County against the Town of Angelica, New York seeking a temporary restraining
order and preliminary injunctive relief against the Town's enforcement of a
recently-enacted local law which would prohibit the expansion of the Hyland
landfill, would require the landfill and the operator thereof to receive an
additional permit from the Town of Angelica to continue to operate, would
prevent the disposal of yard waste, may preclude the disposal of certain types
of industrial waste and would impose certain other restrictions on the landfill.
A temporary restraining order was granted by the court on May 14, 1998 in favor
of the Company. If the Company is not successful in its lawsuit, and if the Town
of Angelica seeks to enforce the law by its terms, then the Company would be
required to obtain an additional permit from the Town of Angelica to operate the
Hyland landfill, the expansion of the landfill beyond the current permitted
capacity would be prohibited, and the Company would be unable to dispose of yard
waste and may be precluded from disposing of industrial waste at the landfill.
There can be no assurance that such limitations would not have a material
adverse effect on the Company's business, financial condition and results of
operations. At June 15, 1998 the Company had not yet begun accepting waste at
the Hyland landfill.

In the normal course of its business and as a result of the extensive
governmental regulation of the waste industry, the Company may periodically
become subject to various judicial and administrative proceedings involving
Federal, state or local agencies. In these proceedings, an agency may seek to
impose fines on the Company or to revoke, or to deny renewal of, an operating
permit held by the Company. In addition, the Company may become party to
various claims and suits pending for alleged damages to persons and property,
alleged violation of certain laws and for alleged liabilities arising out of
matters occurring during the normal operation of the waste management business.
However, there is no current proceeding or litigation involving the Company
that it believes will have a material adverse effect upon the Company's
business, financial condition and results of operations.

47

MANAGEMENT

Executive Officers, Directors and Certain Key Employees

The executive officers, directors and certain key employees of the Company
and their ages as of June 15, 1998 are as follows:

Name                                  Age    Position
- ----                                  ---    --------

Executive Officers and Directors

John W. Casella (1)                  47     President, Chief Executive Officer, Chairman of
the Board of Directors and Secretary

Douglas R. Casella                   42     Vice Chairman of the Board of Directors

James W. Bohlig                      52     Senior Vice President and Chief Operating
Officer, Director

Jerry S. Cifor                       37     Vice President and Chief Financial Officer,
Treasurer

John F. Chapple III (2)              57     Director

Michael F. Cronin (1)(2)             44     Director

Kenneth H. Mead                      39     Director

Gregory B. Peters (1)(2)             52     Director

Other Key Employees

Robert G. Banfield, Jr.              36     Vice President, Hauling Operations

Michael P. Barrett                   44     Vice President, Transportation and Recycling

Christopher M. DesRoches             40     Vice President, Sales and Marketing

Joseph S. Fusco                      34     Vice President, Communications

James M. Hiltner                     34     Regional Vice President

Michael Holmes                       43     Regional Vice President

Larry B. Lackey                      37     Vice President, Permits, Compliance and
Engineering

Alan N. Sabino                       38     Regional Vice President

Gary Simmons                         48     Vice President, Fleet Management

Michael J. Viani                     43     Vice President, Business Development

- ----------
(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

John W. Casella has served as President, Chief Executive Officer and
Chairman of the Board of Directors of the Company since 1993, and has been
Chairman of the Board of Directors of Casella Waste Management, Inc. since
1977. Mr. Casella has actively supervised all aspects of Company operations
since 1976, sets overall corporate policies, and serves as chief strategic
planner of corporate development. Mr. Casella is also an executive officer and
director of Casella Construction, a company owned by Mr. Casella and Douglas R.
Casella which specializes in general contracting, soil excavation and related
heavy equipment work. See "Certain Transactions." Mr. Casella has been a member
of numerous industry-related and community service-related state and local
boards and commissions including the Board of Directors of the Associated
Industries of Vermont, The Association of Vermont

48

Recyclers, Vermont State Chamber of Commerce and the Rutland Industrial
Development Corporation. Mr. Casella has also served on various state task
forces, serving in an advisory capacity to the Governor of Vermont on solid
waste issues. Mr. Casella was an executive officer and director of Meridian
Group, Inc. See "Certain Transactions" for a discussion of the Meridian
bankruptcy. Mr. Casella holds an Associate of Science in Business Management
from Bryant & Stratton University and a Bachelor of Science in Business
Education from Castleton State College. Mr. Casella is the brother of Douglas
R. Casella.

Douglas R. Casella founded the Company in 1975, and has been a director of
the Company since that time. He has served as Vice Chairman of the Board of
Directors of the Company since 1993 and has been President of Casella Waste
Management, Inc. since 1975. Since 1989, Mr. Casella has been President of
Casella Construction, a company owned by Mr. Casella and John W. Casella which
specializes in general contracting, soil excavation and related heavy equipment
work. See "Certain Transactions". Mr. Casella attended the University of
Wisconsin's College of Engineering continuing education programs in sanitary
landfill design, ground water remediation, landfill gas and leachate management
and geosynthetics. Mr. Casella is the brother of John W. Casella.

James W. Bohlig joined the Company as Senior Vice President and Chief
Operating Officer in 1993 with primary responsibility for business development,
acquisitions and operations. Mr. Bohlig has served as a director of the Company
since 1993. From 1989 until he joined the Company, Mr. Bohlig was Executive
Vice President and Chief Operating Officer of Russell Corporation, a general
contractor and developer based in Rutland, Vermont. In addition, Mr. Bohlig was
the President and a director of Meridian Group, Inc. See "Certain Transactions"
for a discussion of the Meridian bankruptcy. Mr. Bohlig is a licensed
professional engineer. Mr. Bohlig holds a Bachelor of Science in Engineering
and Chemistry from the U.S. Naval Academy, and is a graduate of the Columbia
University Management Program in Business Administration.

Jerry S. Cifor joined the Company as Chief Financial Officer in January
1994. From 1992 to 1993, Mr. Cifor was Vice President and Chief Financial
Officer of Earthwatch Waste Systems, a waste management company based in
Buffalo, New York. From 1986 to 1991, Mr. Cifor was employed by Waste
Management of North America, Inc., a waste management company, in a number of
financial and operational management positions. Mr. Cifor is a certified public
accountant and was with KPMG Peat Marwick from 1983 until 1986. Mr. Cifor is a
graduate of Hillsdale College with a Bachelor of Arts in Accounting.

John F. Chapple III has served as a director of the Company since 1994.
From August 1989 to July 1994, Mr. Chapple was President and owner of Catamount
Waste Services, Inc., a central Vermont hauling and landfill operation, which
was purchased by the Company in May 1994. Mr. Chapple is a graduate of Denison
University and holds a Bachelor of Arts in Economics.

Michael F. Cronin has served as a director of the Company since December
1995. Mr. Cronin has been a general partner of Weston Presidio Management
Company, a venture capital management firm, since 1991. Mr. Cronin is a
graduate of Harvard College and holds an M.B.A. from the Harvard Graduate
School of Business Administration.

Kenneth H. Mead has served as a director of the Company since January
1997. Mr. Mead has served since January 1997 as President of Materials Exchange
Corporation, a consulting firm. From 1986 to January 1997, Mr. Mead was the
President and principal stockholder of Superior Disposal Services, Inc. and
certain related companies, the assets of which were acquired by the Company in
January 1997.

Gregory B. Peters has served as a director of the Company since 1993. Mr.
Peters has been a general partner of Vermont Venture Capital Partners, L.P.,
the General Partner of The Vermont Venture Capital Fund, L.P.; a general
partner of North Atlantic Capital Partners, L.P., the General Partner of North
Atlantic Venture Fund, L.P.; and a general partner of North Atlantic Investors,
the General Partner of North Atlantic Venture Fund II L.P. Mr. Peters is a
graduate of Harvard College and holds an M.B.A. from the Harvard Graduate
School of Business Administration.

49

Other Key Employees of the Company:

Robert G. Banfield, Jr. has served as Vice President, Hauling Operations
of the Company since 1988. Mr. Banfield is a graduate of Merrimack College.

Michael P. Barrett has served as Vice President, Transportation and
Recycling of the Company since January 1997. From June 1991 to January 1997,
Mr. Barrett served as the Company's Division Manager for Transfer Stations,
Recycling and Rutland Hauling.

Christopher M. DesRoches has served as Vice President, Sales and Marketing
of the Company since November 1996. From January 1989 to November 1996, he was
a regional vice president of sales of Waste Management, Inc., a solid waste
company. Mr. DesRoches is a graduate of Arizona State University.

Joseph S. Fusco has served as Vice President, Communications of the
Company since January 1995. From January 1991 through January 1995, Mr. Fusco
was self-employed as a corporate and political communications consultant. Mr.
Fusco is a graduate of the State University of New York at Albany.

James M. Hiltner has served as Regional Vice President of the Company
since March 1998. From 1990 to March 1998, Mr. Hiltner was employed by Waste
Management, Inc. as a region president (July 1996 through March 1998), where
his responsibilities included overseeing that company's waste management
operations in upstate New York and northwestern Pennsylvania, a division
president (from April 1992 through July 1996) and a general manager (from
November 1990 through April 1992).

Michael Holmes has served as Regional Vice President of the Company since
January 1997. From November 1995 to January 1997, Mr. Holmes was Vice President
of Superior Disposal Services, Inc., which was acquired by the Company on
January 1997. From November 1993 to November 1995, he was Superintendent of
Recycling and Solid Waste for the town of Weston, Massachusetts Solid Waste
Department where he managed all aspects of the town's recycling and solid waste
services. From June 1983 to October 1992, he served as the Division Manager of
all divisions in the Binghamton, N.Y. area and the Boston, Massachusetts area
for Laidlaw Waste Services, Inc. Mr. Holmes is a graduate of Broome Community
College.

Larry B. Lackey joined the Company in 1993 and has served as Vice
President, Permits, Compliance and Engineering since 1995. From 1984 to 1993,
Mr. Lackey was an Associate Engineer for Dufresne-Henry, Inc., an engineering
consulting firm. Mr. Lackey is a graduate of Vermont Technical College.

Alan N. Sabino has served as Regional Vice President of the Company since
July 1996. From 1995 to July 1996, Mr. Sabino served as a Division President of
Waste Management, Inc. From 1989 to 1994, he served as Regional Operations
Manager for Chambers Development Company, Inc., a waste management company. Mr.
Sabino is a graduate of Pennsylvania State University.

Gary Simmons joined the Company in May 1997 as Vice President, Fleet
Management. From 1995 to May 1997, Mr. Simmons served as National and Regional
Fleet Service Manager for USA Waste Services, Inc., a waste management company.
From 1977 to 1995, Mr. Simmons served in various fleet maintenance and
management positions for Chambers Development Company, Inc.

Michael J. Viani joined the Company in 1994, and has served as Vice
President, Business Development since 1995. From 1990 to 1994, Mr. Viani served
as Manager of Business Development with Consumat Sanco, Inc., the owner of the
Company's NCES landfill, which the Company purchased in 1994. Mr. Viani is a
graduate of Middlebury College and of the University of Massachusetts.

See "Certain Transactions" and "Principal and Selling Stockholders" for
certain information concerning the Company's directors and executive officers.

50

Election of Directors

The holders of Class A Common Stock, voting separately as a class, will at
all times be entitled to elect at least one director. Mr. Michael F. Cronin is
the designee of the holders of Class A Common Stock.

Messrs. John W. Casella, Douglas R. Casella, James W. Bohlig, Gregory B.
Peters and John F. Chapple III were elected to the Board of Directors pursuant
to an agreement between the Company and certain of its stockholders. This
agreement terminated upon completion of the November Offering. See "Risk
Factors--Control by Casellas and Anti-Takeover Effect of Class B Common Stock"
and "Description of Capital Stock".

The Board of Directors is divided into three classes, each of whose
members serve for a staggered three-year term. Messrs. Douglas R. Casella,
Michael F. Cronin and Kenneth H. Mead serve in the class whose term expires in
1998; Messrs. James W. Bohlig and Gregory B. Peters serve in the class whose
term expires in 1999; and Messrs. John W. Casella and John F. Chapple III serve
in the class whose term expires in 2000. Upon the expiration of the term of a
class of directors, directors in such class will be elected for three-year
terms at the annual meeting of stockholders in the year in which such term
expires.

Compensation of Directors

The Company reimburses non-employee directors for expenses incurred in
attending Board meetings. Non-employee directors of the Company receive stock
options under the Company's 1997 Non-Employee Director Stock Option Plan (the
"Directors' Plan"). The Directors' Plan provides that each non-employee
director will receive an automatic grant of a nonqualified stock option to
purchase 5,000 shares of Class A Common Stock upon initial election to the
Board of Directors (vesting in three equal installments on each of the three
anniversaries following the date of grant). An option to purchase 2,000 shares
of Class A Common Stock will be granted to each incumbent non-employee director
on the date of each annual meeting of stockholders beginning with the 1998
annual meeting (vesting in three equal annual installments beginning on the
first anniversary of the date of grant). Options granted under the Directors'
Plan expire ten years from the date of grant. The option price for options
granted under the Directors' Plan is equal to the fair market value of a share
of Class A Common Stock as of the date of grant. The Company has reserved a
total of 50,000 shares of Class A Common Stock for issuance under the
Directors' Plan, all of which are currently available for future grant.

Board Committees

The Board of Directors has established a Compensation Committee and an
Audit Committee. The Compensation Committee, which consists of Messrs. John W.
Casella, Michael F. Cronin and Gregory B. Peters, reviews executive salaries,
administers any bonus, incentive compensation and stock option plans of the
Company, and approves the salaries and other benefits of the executive officers
of the Company. In addition, the Compensation Committee consults with the
Company's management regarding pension and other benefit plans and compensation
policies and practices of the Company. The Stock Plan Subcommittee of the
Compensation Committee, consisting of Messrs. Cronin and Peters, administers
the issuance of stock options and other awards under the Company's stock option
plans to the Company's executive officers and approves the compensation of Mr.
Casella. The Audit Committee, which consists of Messrs. Chapple, Cronin and
Peters, reviews the professional services provided by the Company's independent
auditors, the independence of such auditors from management of the Company, the
annual financial statements of the Company and the Company's system of internal
accounting controls. The Audit Committee also reviews such other matters with
respect to the accounting, auditing and financial reporting practices and
procedures of the Company as it may find appropriate or as may be brought to
its attention.

51

Executive Compensation

The following table sets forth for each of the last two fiscal years the
cash compensation paid and shares underlying options granted to (i) the
Company's Chief Executive Officer, and (ii) each of the other executive
officers who received annual compensation in excess of $100,000 during fiscal
1998 (collectively, the "Named Executive Officers"):

Summary Compensation Table

Long-Term Compensation
-------------------------------------------------------
Annual Compensation               Awards
-------------------------------------  ----------------
Securities
Other Annual     Underlying     All Other
Year   Salary    Bonus   Compensation  Options/SARs (#) Compensation
----  --------  -------  ------------  ---------------- ------------

John W. Casella .............. 1998  $156,965  $50,000    $14,279(1)     --              $500(2)
President, Chief Executive    1997  $136,141  $45,000    $22,755(1)     20,000          $985(2)
Officer and Chairman
James W. Bohlig .............. 1998  $146,591  $50,000         --        --                --
Senior Vice President and     1997  $126,538  $45,000         --        30,000            --
Chief Operating Officer
Jerry S. Cifor ............... 1998  $126,235  $42,000         --        --              $500(2)
Vice President and            1997  $107,692  $38,000         --        16,000          $838(2)
Chief Financial Officer

- ------------
(1) Consists of life insurance premiums paid by the Company on behalf of the
Named Executive Officer.
(2) Consists of amount paid by the Company to the Named Executive Officer's
account in the Company's 401(k) Plan.

Stock Options

No options to purchase shares of the Company's Class A Common Stock were
granted to any of the Named Executive Officers of the Company during the fiscal
year ended April 30, 1998.

Fiscal Year-End Option Values

The following table sets forth information for each of the Named Executive
Officers concerning options to purchase Class A Common Stock exercised by the
Named Executive Officers during fiscal 1998 and the number and value of options
outstanding as of April 30, 1998.

Aggregated Option Exercises in Fiscal Year 1998 and
Fiscal Year-End Option Values

Number of Securities
Underlying               Value of Unexercised
Unexercised Options at         In-The-Money Options
Shares       Value          April 30, 1998 (#)         at April 30, 1998 ($)(2)
Acquired     Realized   ---------------------------   --------------------------- 
on Exercise     ($)(1)    Exercisable   Unexercisable   Exercisable   Unexercisable
-----------    --------   -----------   -------------   -----------   -------------

John W. Casella,
President, Chief Executive
Officer and Chairman .............       --             --     148,334         6,666         $4,324,402      $124,173
James W. Bohlig,
Senior Vice President and
Chief Operating Officer .........         --           --     300,000        10,000         $8,918,850      $186,250
Jerry S. Cifor,
Vice President and
Chief Financial Officer .........     20,000     $308,000     106,667         5,333         $3,077,792      $ 99,327

- ------------
(1) Based on the closing sales price of the Class A Common Stock as reported on
the Nasdaq National Market on the date of exercise less the option
exercise price.

(2) These values have been calculated on the basis of the last sale price of
the Company's Class A Common Stock on the Nasdaq National Market as of
April 30, 1998 of $31.125 per share, less the aggregate exercise price.

52

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee of the Company's Board
of Directors are Messrs. John W. Casella, Michael F. Cronin and Gregory B.
Peters. Mr. Casella will abstain from Compensation Committee decisions
regarding his own compensation. Mr. Casella has served as President and Chief
Executive Officer of the Company since 1993.

In connection with the sale by the Company of its Series D Convertible
Preferred Stock in December 1995, the Company entered into a Management
Services Agreement with BCI Growth III, L.P., North Atlantic Venture Fund, L.P.
and Vermont Venture Capital Fund, L.P., all of whom are stockholders of the
Company. Under the Management Services Agreement, the Company agreed to pay a
management fee of approximately $22,300 per month in consideration of certain
advisory services provided by such stockholders to the Company. Gregory B.
Peters, a director of the Company, is affiliated with North Atlantic Venture
Fund, L.P. and The Vermont Venture Capital Fund, L.P. This agreement was
terminated upon the closing of the November Offering.

The Company has from time to time engaged Casella Construction, Inc., a
company owned by John and Douglas Casella, both executive officers, directors
and significant stockholders of the Company, to provide construction services
for the Company. In each of the fiscal years ended April 30, 1996, 1997 and
1998, the Company paid Casella Construction, Inc. $1,236,435, $2,155,618 and
$4,202,500, respectively. The Company engaged Casella Construction, Inc. to
close and cap the municipal unlined landfill located adjacent to the Clinton
County landfill. The Company completed the closure and capping activities at
this landfill in September 1997. The amount to be paid to Casella Construction,
Inc. for this project is $2,465,000, of which $497,000 and $1,890,090 were paid
in the fiscal years ended April 30, 1997 and 1998, respectively. In 1994, the
Company retained Casella Construction, Inc. to close and cap a portion of the
NCES landfill for a contract price of $1,600,000 of which approximately
$1,478,400 was paid through April 30, 1998. In addition, in April 1998 Casella
Construction, Inc. was awarded the contract for the construction of Phase 3 of
the Waste USA landfill as the lowest bidder and after approval by a majority of
the disinterested members of the Board of Directors in accordance with Company
policy.

In August 1993, the Company entered into three real estate leases with
Casella Associates, a Vermont partnership owned by John and Douglas Casella,
relating to facilities occupied by the Company. One of these leases was
terminated in fiscal 1997, for which the Company paid Casella Associates
$191,869. The remaining leases, relating to the Company's corporate
headquarters in Rutland, Vermont and its Montpelier, Vermont facility, call for
aggregate monthly payments of approximately $18,000 and expire in April 2003.
These leases have been classified by the Company as capital leases for
financial reporting purposes. The lease agreements relating to the Rutland and
Montpelier properties provide that if such agreements are terminated prior to
their respective lease terms, either Casella Associates or the Company must pay
to Albank an amount which represents 41.9% and 42.9%, respectively, of the then
outstanding principal balance (which on April 30, 1998 was $867,594), on a term
loan made by Albank to Casella Associates. In fiscal 1997, the Company
purchased the land that is the site of the Company's current Middlebury,
Vermont facility from Casella Associates for $122,000. In addition, the Company
leases furniture and fixtures from Casella Associates pursuant to an operating
lease which bears rent at $950 per month and expires in 1999. In each of the
years ended April 30, 1996, 1997 and 1998, the Company paid Casella Associates
an aggregate of $263,400, $558,380 and $244,500, respectively, for such leases.
In November 1997, the lease relating to the Company's corporate headquarters in
Rutland, Vermont was amended, after approval by a majority of the disinterested
members of the Board of Directors in accordance with Company policy, to allow
the Company to upgrade and make capital improvements to the premises at an
estimated cost of $500,000, to be paid by the Company. Casella Associates was
granted the option to purchase such capital improvements by December 31, 2002,
and if it does not elect to exercise such option the Company has the right to
purchase the premises for $324,000, the fair market value of the premises prior
to the capital improvements, at the expiration of the term of the lease.

The Company operated an unlined landfill located in Whitehall, New York
owned by Bola, Inc., a corporation owned by John and Douglas Casella which
operated as a single-purpose real estate holding company. The Company paid the
cost of closing this landfill in 1992, and has agreed to pay all post-closure
obligations. In each of the fiscal years ended April 30, 1996, 1997 and 1998,
the Company paid $14,502,

53

$9,605, and $3,019 respectively, pursuant to this arrangement. The Company has
accrued $104,772 for costs associated with its post-closure obligations. There
can be no assurance that such accruals will be adequate to meet such
obligations.

In connection with the settlement of certain litigation naming the
Company, four of its subsidiaries, Messrs. James W. Bohlig and John W. and
Douglas R. Casella and one unrelated person as defendants, the Company paid an
aggregate of $450,000 plus approximately $200,000 in legal expenses incurred by
the defendants. The lawsuit was brought derivatively in the name of Meridian
Group, Inc. ("Meridian"), a Vermont corporation engaged in alternative energy
project development which has been inactive since 1993, of which Messrs. Bohlig
and John Casella were officers, directors and stockholders, as well as
individually in the names of the plaintiffs, who were also stockholders of
Meridian. In response to the lawsuit, in an effort to expedite adjudication, a
majority of Meridian's directors, including Messrs. Bohlig and John Casella,
voted to place Meridian into bankruptcy, and Meridian filed a petition under
Chapter 7 of the Federal Bankruptcy Code ("Chapter 7"). The lawsuit was
subsequently removed to the United States Bankruptcy Court for the District of
Vermont. On July 14, 1997, the bankruptcy court approved the
settlement. Messrs. John Casella and Bohlig were officers and directors of
Meridian at the time Meridian filed the petition under Chapter 7.

On or about October 30, 1997, Mr. Matthew M. Freeman commenced a civil
lawsuit against the Company and Messrs. John Casella and James Bohlig in the
Rutland Superior Court, Rutland County, State of Vermont. In the complaint, Mr.
Freeman seeks compensation for services allegedly performed by him prior to
1995. Mr. Freeman is seeking a three percent equity interest in the Company or
the monetary equivalent thereof, as well as punitive damages. The Company and
Messrs. Casella and Bohlig have answered the complaint, denied Mr. Freeman's
allegations of wrongdoing, and asserted various defenses. In order to
facilitate the completion of the November Offering, certain stockholders of the
Company, including the two officers named as defendants, agreed to indemnify
the Company for any settlement by the Company or any award against the Company
in excess of $350,000 (but not including legal fees paid by or on behalf of the
Company or any other party). The Company has agreed to indemnify Messrs.
Casella and Bohlig for legal fees incurred by them in connection with the
lawsuit, plus settlements or awards up to $350,000 in the aggregate.

Benefit Plans

1997 Stock Incentive Plan

The 1997 Stock Incentive Plan (the "1997 Incentive Plan") permits the
Company to grant incentive stock options, non-statutory stock options,
restricted stock awards and other stock-based awards, including the grant of
shares based on certain conditions, the grant of securities convertible into
Class A Common Stock and the grant of stock appreciation rights (collectively,
"Awards"). Awards consisting of stock options may not be granted at an exercise
price which is less than 100% of the fair market value of the Class A Common
Stock on the date of grant and may not be granted for a term in excess of ten
years. Subject to adjustment in the event of stock splits and other similar
events, awards may be made under the 1997 Incentive Plan for up to the sum of
(i) 1,308,500 shares of Class A Common Stock, plus (ii) such additional number
of shares of Class A Common Stock as is equal to the aggregate number of shares
which remain available subject to awards granted under the Terminated Plans (as
defined below) which are not actually issued because such awards expire or
otherwise result in shares not being issued.

Officers, employees, directors, consultants and advisors of the Company
and its subsidiaries will be eligible to receive Awards under the 1997
Incentive Plan. The maximum number of shares with respect to which an Award may
be granted to any participant under the 1997 Incentive Plan may not exceed
200,000 shares per calendar year.

The 1997 Incentive Plan is administered by the Compensation Committee of
the Board of Directors, provided that the Stock Plan Subcommittee will
administer the issuance of awards to the Company's executive officers. The
Committee has the authority to adopt, amend and repeal the administrative
rules, guidelines and practices relating to the 1997 Incentive Plan and to
interpret the provisions of the 1997 Incentive Plan. The Compensation Committee
selects the recipients of Awards and determines (i) the number of shares of
Class A Common Stock covered by options and the dates upon which such options
become exercisable; (ii) the exercise price of options (which may not be less
than 100% of fair market

54

value on the date of grant); (iii) the duration of options (which may not
exceed ten years); and (iv) the number of shares of Class A Common Stock
subject to any restricted stock or other stock-based Awards and the terms and
conditions of such Awards, including conditions for repurchase, issue price and
repurchase price. The Board of Directors is required to make appropriate
adjustments in connection with the 1997 Incentive Plan and any outstanding
Awards to reflect stock dividends, stock splits and certain other events. In
the event of a merger, liquidation or other Acquisition Event (as defined in
the 1997 Incentive Plan), outstanding Awards will be assumed unless the
acquiring or succeeding corporation does not agree to assume such options, in
which case the Board of Directors shall accelerate the Awards to make them
fully exercisable prior to consummation of the Acquisition Event or provide for
a cash-out of the value of any outstanding options. If any Award expires or is
terminated, surrendered, canceled or forfeited, the unused shares of Class A
Common Stock covered by such Award will again be available for grant under the
1997 Incentive Plan.

Other Stock Option Plans

The Company has previously granted options to purchase shares of Class A
Common Stock pursuant to the 1993 Incentive Stock Option Plan, the 1994
Nonstatutory Stock Option Plan and the 1996 Stock Option Plan (collectively,
the "Terminated Plans"). In connection with the adoption of the Company's 1997
Incentive Plan, the Company has ceased granting options under these plans;
however, all stock options granted prior to the effectiveness of the 1997
Incentive Plan will remain outstanding in accordance with their terms and the
terms of the respective plans under which they were granted.

Employee Stock Purchase Plan

The Company's 1997 Employee Stock Purchase Plan (the "1997 Purchase Plan")
is intended to allow eligible participating employees an opportunity to
purchase shares of Class A Common Stock at a discount. A maximum of 300,000
shares of Class A Common Stock were authorized for issuance under the 1997
Purchase Plan. The 1997 Purchase Plan is administered by the Compensation
Committee of the Board of Directors. All employees of the Company, except
employees who own five percent or more of the Company's stock, whose customary
employment is more than 20 hours per week and who have been employed by the
Company for at least six months, are eligible to participate in the 1997
Purchase Plan. To participate in the 1997 Purchase Plan, an employee must
authorize the Company to deduct an amount (up to ten percent of a participant's
regular pay) from his or her pay during six-month periods commencing on May 1
and November 1, or the first business day thereafter, of each year (each a
"Payment Period"). The maximum number of shares of Class A Common Stock that an
employee may purchase in any Payment Period is determined by applying the
formula stated in the 1997 Purchase Plan. The exercise price for the option for
each Payment Period is 85% of the lesser of the average market price of the
Company's Class A Common Stock on the first or last business day of the Payment
Period. If an employee is not a participant on the last day of the Payment
Period, such employee is not entitled to exercise his or her option, and the
amount of his or her accumulated payroll deductions will be refunded. An
employee's rights under the 1997 Purchase Plan terminate upon his or her
voluntary withdrawal from the plan at any time or upon termination of
employment.

Non-Employee Director Stock Option Plan

The Directors' Plan provides for the grant of options to purchase a
maximum of 50,000 shares of Class A Common Stock of the Company to non-employee
directors of the Company. The Directors' Plan is administered by the Board of
Directors. The Directors' Plan provides that each non-employee director will
receive an automatic grant of a nonqualified stock option to purchase 5,000
shares of Class A Common Stock upon initial election to the Board of Directors
(vesting in three equal installments on each of the three anniversaries
following the date of grant). An option to purchase 2,000 shares of Class A
Common Stock will be granted to each incumbent non-employee director on the
date of each annual meeting of stockholders beginning with the 1998 annual
meeting (vesting in three equal annual installments beginning on the first
anniversary of the date of grant). Options granted under the Directors' Plan
expire ten years from the date of grant. The option price for options granted
under the Directors' Plan is equal to the fair market value of a share of Class
A Common Stock as of the date of grant.

55

401(k) Plan

Effective July 1996, the Company implemented a 401(k) Plan Savings and
Retirement Plan (the "401(k) Plan"), a tax-qualified plan covering all of its
employees who are at least 21 years of age and have completed six months of
service with the Company. Each employee may elect to reduce his or her current
compensation by up to 15%, subject to the statutory limit (a maximum of $10,000
in calendar 1998) and have the amount of the reduction contributed to the
401(k) Plan. Subject to Board approval, the Company may contribute an
additional amount to the 401(k) Plan, up to $500 per individual per calendar
year. Employees vest in Company contributions ratably over a three-year period.

56

CERTAIN TRANSACTIONS

In connection with the sale by the Company of its Series D Convertible
Preferred Stock in December 1995, the Company entered into a Management
Services Agreement with BCI Growth III, L.P., North Atlantic Venture Fund, L.P.
and Vermont Venture Capital Fund, L.P., all of whom are stockholders of the
Company. Under the Management Services Agreement, the Company agreed to pay a
management fee of approximately $22,300 per month in consideration of certain
advisory services provided by such stockholders to the Company. Gregory B.
Peters, a director of the Company, is affiliated with North Atlantic Venture
Fund, L.P. and The Vermont Venture Capital Fund, L.P.

The Company has from time to time engaged Casella Construction, Inc., a
company owned by John and Douglas Casella, both executive officers, directors
and significant stockholders of the Company, to provide construction services
for the Company. In each of the three years ended April 30, 1996, 1997 and
1998, the Company paid Casella Construction, Inc. $1,236,435, $2,155,618 and
$4,202,200, respectively. The Company engaged Casella Construction, Inc. to
close and cap the municipal unlined landfill located adjacent to the Clinton
County landfill. The Company completed the closure and capping activities at
this landfill in September 1997. The amount to be paid to Casella Construction,
Inc. for this project is $2,465,000, of which $497,000 and $1,890,000 were paid
in the fiscal years ended April 30, 1997 and 1998, respectively. In 1994 the
Company retained Casella Construction, Inc. to close and cap a portion of the
NCES landfill for a contract price of $1,600,000, of which approximately
$1,478,400 was paid through April 30, 1998. In addition, in compliance with the
policy for all related party transactions described below, in April 1998
Casella Construction, Inc. was awarded the contract for the construction of
Phase 3 of the Waste USA landfill as the lowest bidder and after approval by a
majority of the disinterested members of the Board of Directors in accordance
with the Company policy described below.

In August 1993, the Company entered into three real estate leases with
Casella Associates, a Vermont partnership owned by John and Douglas Casella,
relating to facilities occupied by the Company. One of these leases was
terminated in fiscal 1997, for which the Company paid Casella Associates
$191,869. The remaining leases, relating to the Company's corporate
headquarters in Rutland, Vermont and its Montpelier, Vermont facility, call for
aggregate monthly payments of approximately $18,000 and expire in April 2003.
These leases have been classified by the Company as capital leases for
financial reporting purposes. The lease agreements relating to the Rutland and
Montpelier properties provide that if such agreements are terminated prior to
their respective lease terms, either Casella Associates or the Company must pay
to Albank an amount which represents 41.9% and 42.9%, respectively, of the then
outstanding principal balance (which on April 30, 1998 was $867,594), on a term
loan made by Albank to Casella Associates. In fiscal 1997, the Company
purchased the land that is the site of the Company's current Middlebury,
Vermont facility from Casella Associates for $122,000. In addition, the Company
leases furniture and fixtures from Casella Associates pursuant to an operating
lease which bears rent at $950 per month and expires in 1999. In each of the
years ended April 30, 1996, 1997 and 1998, the Company paid Casella Associates
an aggregate of $263,400, $558,380 and $244,500, respectively, for such leases.
In November 1997, the lease relating to the Company's corporate headquarters in
Rutland, Vermont was amended, after approval by a majority of the disinterested
members of the Board of Directors in accordance with the Company policy
described below, to allow the Company to upgrade and make capital improvements
to the premises at an estimated cost of $500,000, to be paid by the Company.
Casella Associates was granted the option to purchase such capital improvements
by December 31, 2002, and if it does not elect to exercise such option the
Company has the right to purchase the premises for $324,000, the fair market
value of the premises prior to the capital improvements, at the expiration of
the term of the lease.

The Company operated an unlined landfill located in Whitehall, New York
owned by Bola, Inc., a corporation owned by John and Douglas Casella which
operated as a single-purpose real estate holding company. The Company paid the
cost of closing this landfill in 1992, and has agreed to pay all post-closure
obligations. In each of the three years ended April 30, 1996, 1997 and 1998,
the Company paid $14,502, $9,605 and $3,019, respectively, pursuant to this
arrangement. As of April 30, 1998 the Company has accrued $104,772 for costs
associated with its post-closure obligations. There can be no assurance that
such accruals will be adequate to meet such obligations.

57

In connection with the settlement of certain litigation naming the
Company, four of its subsidiaries, Messrs. James W. Bohlig and John W. and
Douglas R. Casella and one unrelated person as defendants, the Company paid an
aggregate of $450,000 plus approximately $200,000 in legal expenses incurred by
the defendants. The lawsuit was brought derivatively in the name of Meridian, a
Vermont corporation which has been inactive since 1993, of which Messrs. Bohlig
and John Casella were officers, directors and stockholders, as well as
individually in the names of the plaintiffs, who were also stockholders of
Meridian. In response to the lawsuit, in an effort to expedite adjudication, a
majority of Meridian's directors, including Messrs. Bohlig and John Casella,
voted to place Meridian into bankruptcy, and Meridian filed a petition under
Chapter 7. The lawsuit was subsequently removed to the United States Bankruptcy
Court for the District of Vermont. On July 14, 1997, the bankruptcy court
approved the settlement. Messrs. John Casella and Bohlig were officers and
directors of Meridian at the time Meridian filed the petition under Chapter 7.

On or about October 30, 1997, Mr. Matthew M. Freeman commenced a civil
lawsuit against the Company and Messrs. John Casella and James Bohlig in the
Rutland Superior Court, Rutland County, State of Vermont. In the complaint, Mr.
Freeman seeks compensation for services allegedly performed by him prior to
1995. Mr. Freeman is seeking a three percent equity interest in the Company or
the monetary equivalent thereof, as well as punitive damages. The Company and
Messrs. Casella and Bohlig have answered the complaint, denied Mr. Freeman's
allegations of wrongdoing, and asserted various defenses. In order to
facilitate the completion of the November Offering, certain stockholders of the
Company, including the two officers named as defendants, agreed to indemnify
the Company for any settlement by the Company or any award against the Company
in excess of $350,000 (but not including legal fees paid by or on behalf of the
Company or any other party). The Company has agreed to indemnify Messrs.
Casella and Bohlig for legal fees incurred by them in connection with the
lawsuit, plus settlements or awards up to $350,000 in the aggregate.

In connection with and at the time of the Company's acquisition of the
business of Catamount Waste Services, Inc., the Company entered into a lease in
June 1994 with CV Landfill, Inc., a Vermont corporation affiliated with
Catamount Waste Services, Inc., pursuant to which the Company agreed to lease a
transfer station for a term of 10 years. CV Landfill, Inc. is owned by John F.
Chapple III, who became a director of the Company at the time of the
acquisition of the business of Catamount Waste Services, Inc. Pursuant to the
lease agreement, the Company pays monthly rent for the first five years at a
rate of $5.00 per ton of waste disposed of at the transfer station, with a
minimum rent of $6,650 per month. Following the fifth anniversary of the lease
agreement, the Company pays monthly rent at a rate of $2.00 per ton, with a
minimum rent of $2,500 per month. In each of the three years ended April 30,
1996, 1997 and 1998, the Company paid CV Landfill, Inc. $139,687, $136,729 and
$96,894, respectively.

As part of the acquisition by the Company of the assets of Superior
Disposal Service, Inc., Kerkim, Inc. and related companies in January 1997, the
Company engaged Kenneth H. Mead, the sole stockholder of such companies, as a
consultant for a five-year period ending in 2002. Upon such acquisition, Mr.
Mead became a director of the Company. The consulting agreement, which also
contains a non-competition covenant, provides that the Company will pay Mr.
Mead (i) a fee for acquisitions of collection businesses made by the Company
with Mr. Mead's active assistance within a defined geographic area, in an
amount equal to one month's net revenue of any such acquired business; (ii) a
fee of $500,000 for the acquisition by the Company with Mr. Mead's active
assistance of any enumerated landfill within a defined geographic area; and
(iii) a fee, in consideration of Mr. Mead's non-competition covenant, of
$600,000 paid in installments of $200,000 on each of the first and second
anniversaries of the date of the agreement and $100,000 on each of the third
and fourth anniversaries. For the fiscal years ended April 30, 1997 and 1998,
the Company paid Mr. Mead an aggregate of $231,000 and $201,871, respectively,
pursuant to this agreement.

Each of the transactions described above has been approved or ratified by
a disinterested majority of the Board of Directors. However, transactions
between the Company and affiliates of John W. Casella and Douglas R. Casella
were not negotiated, and accordingly the Company has no independent basis for
concluding whether or not the terms of such transactions were as favorable as
could have been negotiated with unaffiliated third parties.

The Company adopted a policy in June 1994 which required the Company to
obtain competitive bids for contracts with Casella Construction, Inc. in excess
of $100,000. During the period that such policy was

58

in place (prior to July 1997), the Company awarded two construction contracts
greater than $100,000 in size to Casella Construction, Inc. without soliciting
third party bids.

In July 1997, the Company's Board of Directors adopted a policy, which it
has since been following, for all related party transactions. The policy
establishes guidelines, including (i) requiring all future transactions,
including without limitation the purchase, sale or exchange of property or the
rendering of any service, between the Company and its officers, directors,
employees or other affiliates to (a) be approved by a majority of the members
of the Board of Directors and by a majority of the disinterested members of the
Board of Directors, and (b) be on reasonable terms no less favorable to the
Company than could be obtained from unaffiliated third parties; and (ii)
requiring a third party bid on all construction contracts in excess of
$100,000.

59

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Common Stock of the Company as of June 15, 1998,
and as adjusted for the sale of the shares of Class A Common Stock offered
hereby, by (i) each person or entity known to the Company to beneficially own
more than five percent of the Company's Common Stock, (ii) each director and
Named Executive Officer of the Company, (iii) all current directors and
executive officers of the Company as a group and (iv) each other Selling
Stockholder.

Total
Common
Class A Common Stock                          Class B Common Stock             Stock  
------------------------------------------------------  ------------------------------------- ----------
To be           To be                                 To be          Voting  
Owned             Sold            Owned              Owned              Owned           Power  
Prior to the         in the         After the         Prior to the        After the       After the
Offering          Offering         Offering           Offering           Offering       Offering 
----------------------- ---------- -------------------  ------------------ ------------------ ----------
Name of Beneficial                                                                                                                  
Owner(1)                       Number         %       Number      Number        %     Number      %      Number      %         %    
- ---------------------------------------- ---------- ---------- ------------ ------  --------- -------- --------- -------- ----------

John W. Casella(2) .........   777,316       7.21%    50,000      727,316    5.9%    494,100      50%   494,100      50%      25.5% 
Douglas R. Casella(3) ......   777,316       7.21%    50,000      727,316    5.9%    494,100      50%   494,100      50%      25.5% 
James W. Bohlig(4) .........   505,000       4.61%    35,000      470,000    3.7%         --      --         --      --        2.1% 
Jerry S. Cifor(5) ..........   184,332       1.72%    16,000      168,332    1.4%         --      --         --      --          * 
Gregory B. Peters(6) .......   299,161       2.83%      --        299,161    2.5%         --      --         --      --        1.4% 
John F. Chapple III ........   220,643       2.09%    30,000      190,643    1.6%         --      --         --      --          * 
Kenneth H. Mead(7) .........   562,127       5.33%    40,000      522,127    4.3%         --      --         --      --        2.4% 
Michael F. Cronin(8) .......   775,370       7.34%      --        775,370    6.4%         --      --         --      --        3.5% 
BCI Growth III, L.P.(9) ....   880,912       8.34%   880,912         --       --          --      --         --      --         --  
Weston Presidio Capital II,                                                                                                         
L.P.(10) ..................   775,370       7.34%      --        775,370    6.4%         --      --         --      --        3.5% 
Provident Investment                                                                                                                
Counsel, Inc.(11) .........   534,700       5.06%      --        534,700    4.4%         --      --         --      --        2.4% 
Directors and executive                                                                                                             
officers as a group                                                                                                                
(8 people)(12) ............ 4,101,265      35.58%   221,000    3,880,265   29.6%    988,200     100%   988,200     100%      16.9% 
Other Selling Stockholders                                                                                                          
De Novo Trust ..............    60,000          *     20,000       40,000      *          --      --         --      --          *  
Steven Houghton(13) ........    23,892          *      3,392       20,500      *          --      --         --      --          *  
Gilbert Houk ...............     5,000          *      5,000         --       --          --      --         --      --         --  
Robert Lynch(14) ...........     9,747          *      4,000        5,747      *          --      --         --      --          *  
W. Thomas Sawyer, Jr.                                                                                                               
(15) ......................    40,000          *     40,000         --       --          --      --         --      --         --  
Joseph M. Winters(16) ......    42,739          *     39,188       10,653      *          --      --         --      --          *  
Andrew B. Winters(16) ......    42,739          *     39,188       10,653      *          --      --         --      --          *  
Brigid Winters(16) .........   128,216       1.21%    40,000       88,216      *          --      --         --      --          *  
Sean Winters(16) ...........    42,739          *     39,188       10,653      *          --      --         --      --          *  
Maureen Winters(17) ........    81,525          *     30,000       51,525      *          --      --         --      --          *  
Winters Family                                                                                                                      
Partnership (18) ..........   232,717       2.20%    82,436      150,281    1.2%         --      --         --      --          *  

- ------------
* Less than 1% of the outstanding Common Stock.

(1) Beneficial ownership is determined in accordance with rules of the
Commission, and includes generally voting power and/or investment power
with respect to securities. Shares of Common Stock subject to options
and/or warrants currently exercisable or exercisable within 60 days of
June 15, 1998 ("Currently Exercisable Options") are deemed outstanding for
computing the percentage beneficially owned by the person holding such
options but are not deemed outstanding for purposes of computing the
percentage beneficially owned by any other person. Except as indicated by
footnote, the Company believes that the persons named in this table, based
on information provided by such persons, have sole voting and investment
power with respect to the shares of Common Stock indicated.

60

(2) Includes 210,166 shares issuable pursuant to Currently Exercisable
Options. Also includes 4,800 shares of Class A Common Stock held in trust
for the benefit of Mr. Casella's minor children. Mr. Casella disclaims
beneficial ownership of such shares.
(3) Includes 210,166 shares issuable pursuant to Currently Exercisable
Options. Also includes 1,600 shares of Class A Common Stock held in trust
for the benefit of Mr. Casella's minor children. Mr.  Casella disclaims
beneficial ownership of such shares.
(4)  Includes 380,000 shares issuable pursuant to Currently Exercisable Options.
Also includes 8,000 shares held in trust for the benefit of Mr. Bohlig's
minor children. Mr. Bohlig disclaims beneficial ownership of such shares.
The shares to be sold by Mr. Bohlig will be acquired by him upon his
exercise of non-qualified stock options contemporaneously with the closing
of this Offering. Mr. Bohlig will use the proceeds from the sale of such
shares to pay taxes incurred as a result of such exercise and to exercise
incentive stock options.
(5)  Includes 164,332 shares issuable pursuant to Currently Exercisable Options.
The shares to be sold by Mr. Cifor will be acquired by him upon his
exercise of non-qualified stock options contemporaneously with the closing
of this Offering. Mr. Cifor will use the proceeds from the sale of such
shares to pay taxes incurred as a result of such exercise and to exercise
incentive stock options.
(6) Consists of shares held by North Atlantic Venture Fund, L.P., of which Mr.
Peters is a General Partner and The Vermont Venture Capital Fund, L.P., of
which Mr. Peters is the Managing General Partner. Mr. Peters disclaims
beneficial ownership of such shares except to the extent of his pecuniary
interest in such firms. The address of North Atlantic Venture Fund L.P. is
70 Center Street, Portland, ME 04140, and the address of The Vermont
Venture Capital Fund, L.P. is Corporate Plaza, Suite 600, 76 St. Paul
Street, Burlington, VT 05401.
(7) Mr. Mead's address is 1669 N.W. Loop, Ocala, FL 34475.
(8) Consists of 775,370 shares held by Weston Presidio Capital II, L.P., of
which Mr. Cronin is a General Partner. Mr. Cronin disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest in
such firm. Mr. Cronin's address is c/o Weston Presidio Capital II, L.P.,
One Federal Street, Boston, MA 02110.
(9) The address of BCI Growth III, LP is Glenpointe Centre West, Teaneck, NJ
07666.
(10) The address of Weston Presidio Capital II, L.P. is One Federal Street,
Boston, MA 02110.
(11) Based on information filed by such stockholder with the Securities and
Exchange Commission on Schedule 13G for the year ended December 31, 1997.
The address of Provident Investment Counsel, Inc. is 300 North Lake
Avenue, Pasadena, CA 91101.
(12) Includes 964,664 shares issuable pursuant to Currently Exercisable
Options.
(13) Includes 19,000 shares issuable pursuant to Currently Exercisable Options.
(14) Includes 9,000 shares issuable pursuant to Currently Exercisable Options.
(15) Includes 40,000 shares issuable pursuant to Currently Exercisable Options.

(16) Such Selling Stockholders were stockholders, or affiliates of
stockholders, of All Cycle, which was acquired by the Company in December
1997 in a transaction accounted for as a pooling of interests. Shares
owned by each such Selling Stockholder includes shares held in escrow to
secure certain obligations of such Selling Stockholder to the Company
pursuant to the acquisition agreement. Some of the shares held by such
person have been pledged to Goldman, Sachs & Co. to secure a loan made by
Goldman, Sachs & Co. to such person.
(17) Such Selling Stockholder was a stockholder of All Cycle, which was
acquired by the Company in December 1997 in a transaction accounted for as
a pooling of interests. Includes shares held in escrow to secure certain
obligations of such Selling Stockholder to the Company pursuant to the
acquisition agreement.
(18) Based on information provided to the Company, the beneficial owners of the
Winters Family Partnership are Joseph M. Winters, Andrew B. Winters,
Brigid Winters and Sean Winters.

61

DESCRIPTION OF CAPITAL STOCK

The following summary of certain provisions of the Company's Common Stock,
Preferred Stock, Restated Certificate of Incorporation and Restated By-Laws is
not intended to be complete and is qualified by reference to the provisions of
applicable law and to the Company's Restated Certificate of Incorporation and
Restated By-Laws included as exhibits to the Registration Statement of which
this Prospectus is a part. See "Available Information".

Authorized Capital Stock

The authorized capital stock of the Company consists of 30,000,000 shares
of Class A Common Stock, $0.01 par value per share, 1,000,000 shares of Class B
Common Stock, $0.01 par value per share, and 1,000,000 shares of Preferred
Stock, $0.01 par value per share.

Common Stock

The shares of Class A Common Stock and Class B Common Stock are identical
in all respects, except for voting rights and certain conversion rights and
transfer restrictions in respect of the shares of the Class B Common Stock, as
described below. The number of authorized shares of any class or classes of
capital stock of the Company may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of the stock of the Company entitled
to vote generally in the election of directors irrespective of the provisions
of Section 242(b)(2) of the Delaware Law or any corresponding provision
hereinafter enacted.

Voting Rights. The holders of Class A Common Stock are entitled to one
vote per share. Holders of Class B Common Stock are entitled to ten votes per
share. Holders of all classes of Common Stock entitled to vote will generally
vote together as a single class on all matters presented to the stockholders
for their vote or approval except that the holders of Class A Common Stock,
voting separately as a class, will at all times be entitled to elect at least
one director, and such director may be removed, with or without cause, only by
the holders of the Class A Common Stock. Mr. Michael F. Cronin is the designee
of the holders of Class A Common Stock.

Dividends. Holders of Class A Common Stock and Class B Common Stock are
entitled to receive dividends at the same rate if, as and when such dividends
are declared by the Board out of assets legally available therefor after
payment of any dividends required to be paid on shares of Preferred Stock, if
any. The Company may not make any dividend or distribution to any holder of any
class of Common Stock unless simultaneously with such dividend or distribution
the Company makes the same dividend or distribution with respect to each
outstanding share of Common Stock regardless of class. In the case of a
dividend or other distribution payable in shares of a class of Common Stock,
including distributions pursuant to stock splits or divisions of Common Stock,
only shares of Class A Common Stock may be distributed with respect to Class A
Common Stock, and only shares of Class B Common Stock may be distributed with
respect to Class B Common Stock. Whenever a dividend or distribution, including
distributions pursuant to stock splits or divisions of the Common Stock, is
payable in shares of a class of Common Stock, the number of shares of each
class of Common Stock payable per share of such class of Common Stock shall be
equal in number. In the case of dividends or other distributions consisting of
other voting securities of the Company or of voting securities of any
corporation which is a wholly-owned subsidiary of the Company, the Company
shall declare and pay such dividends in two separate classes of such voting
securities, identical in all respects except that (i) the voting rights of each
such security issued to the holders of Class A Common Stock shall be one-tenth
of the voting rights of each such security issued to holders of Class B Common
Stock; (ii) such security issued to holders of Class B Common Stock shall
convert into the security issued to the holders of Class A Common Stock upon
the same terms and conditions applicable to the conversion of Class B Common
Stock into Class A Common Stock and shall have the same restrictions on
transfer and ownership applicable to the transfer and ownership of the Class B
Common Stock; and (iii) with respect only to dividends or other distributions
of voting securities of any corporation which is a wholly owned subsidiary of
the Company, the respective voting rights of each such security issued to
holders of Class A Common Stock and Class B Common Stock with respect to
elections of directors shall otherwise be as comparable as is practicable to
those of the Class A Common Stock and Class B Common Stock, respectively. In
the case of dividends or other distributions consisting

62

of securities convertible into, or exchangeable for, voting securities of the
Company or of voting securities of any corporation which is a wholly owned
subsidiary of the Company, the Company shall provide that such convertible or
exchangeable securities and the underlying securities be identical in all
respects (including, without limitation, the conversion or exchange rate)
except that the underlying securities may have the same differences as they
would have if the Company issued voting securities of the Company or of a
wholly owned subsidiary rather than issuing securities convertible into, or
exchangeable for, such securities.

Restrictions on Additional Issuances And Transfer. The Company may not
issue or sell any shares of Class B Common Stock or any securities (including,
without limitation, any rights, options, warrants or other securities)
convertible into, or exchangeable or exercisable for, shares of Class B Common
Stock to any person who is not a Class B Permitted Holder. Additionally, shares
of Class B Common Stock may not be transferred, whether by sale, assignment,
gift, bequest, appointment or otherwise, to a person other than a Class B
Permitted Holder. Notwithstanding the foregoing, (i) any Class B Permitted
Holder may pledge his, her or its shares of Class B Common Stock to a financial
institution pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee provided that such shares remain
subject to the transfer restrictions and that, in the event of foreclosure or
other similar action by the pledgee, such pledged shares of Class B Common
Stock may only be transferred to a Class B Permitted Holder or converted into
shares of Class A Common Stock, as the pledgee may elect; and (ii) the
foregoing transfer restrictions shall not apply in the case of a merger,
consolidation or business combination of the Company with or into another
corporation in which all of the outstanding shares of Common Stock and
Preferred Stock of the Company regardless of class are purchased by the
acquiror.

Conversion. Class A Common Stock has no conversion rights. Shares of Class
B Common Stock are convertible into Class A Common Stock, in whole or in part,
at any time and from time to time at the option of the holder, on the basis of
one share of Class A Common Stock for each share of Class B Common Stock
converted. Each share of Class B Common Stock will also automatically convert
into one share of Class A Common Stock if, on the record date for any meeting
of the stockholders of the Company, the number of shares of Common Stock held
by the Class B Permitted Holders is less than 1,077,874 shares (subject to
appropriate adjustment for stock splits, reverse stock splits, stock dividends
and similar transactions). Additionally, at such time as a person ceases to be
a Class B Permitted Holder, any share of Class B Common Stock held by such
person at such time shall automatically convert into a share of Class A Common
Stock. The Company covenants that (i) it will at all times reserve and keep
available out of its authorized but unissued shares of Class A Common Stock,
such number of shares of Class A Common Stock issuable upon the conversion of
all outstanding shares of Class B Common Stock; (ii) it will cause any shares
of Class A Common Stock issuable upon conversion of a share of Class B Common
Stock that require registration with or approval of any governmental authority
under federal or state law before such shares may be issued upon conversion to
be so registered or approved; and (iii) it will use its best efforts to list
the shares of Class A Common Stock required to be delivered upon conversion
prior to such delivery upon such national securities exchange upon which the
outstanding Class A Common Stock is listed at the time of such delivery.

Reclassification and Merger. In the event of a reclassification or other
similar transaction as a result of which the shares of Class A Common Stock are
converted into another security, then a holder of Class B Common Stock will be
entitled to receive upon conversion the amount of such other security that the
holder would have received if the conversion occurred immediately prior to the
record date of such reclassification or other similar transaction. No
adjustments in respect of dividends will be made upon the conversion of any
share of Class B Common Stock; except if a share is converted subsequent to the
record date for the payment of a dividend or other distribution on shares of
Class B Common Stock but prior to such payment, then the registered holder of
such share at the close of business on such record date will be entitled to
receive the dividend or other distribution payable on such date regardless of
the conversion thereof or the Company's default in payment of the dividend due
on such date.

In the event the Company enters into any consolidation, merger,
combination or other transaction in which shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other property,
then, and in such event, the shares of each class of Common Stock will be
exchanged

63

for or changed into either (i) the same amount of stock, securities, cash
and/or any other property, as the case may be, into which or for which each
share of any other class of Common Stock is exchanged or changed; provided,
however, that if shares of Common Stock are exchanged for or changed into
shares of capital stock, such shares so exchanged for or changed into may
differ to the extent and only to the extent that the Class A Common Stock and
the Class B Common Stock differ as provided in the Company's Restated
Certificate of Incorporation, or (ii) if holders of each class of Common Stock
are to receive different distributions of stock, securities, cash and/or any
other property, an amount of stock, securities, cash and/or property per share
having a value, as determined by an independent investment banking firm of
national reputation selected by the Board of Directors, equal to the value per
share into which or for which each share of any other class of Common Stock is
exchanged or changed.

Liquidation. In the event of liquidation of the Company, after payment of
the debts and other liabilities of the Company and after making provision for
the holders of Preferred Stock, if any, the remaining assets of the Company
will be distributable ratably among the holders of the Class A Common Stock and
Class B Common Stock treated as a single class.

Other Provisions. The holders of the Class A Common Stock and Class B
Common Stock are not entitled to preemptive rights. None of the Class A Common
Stock or Class B Common Stock may be subdivided or combined in any manner
unless the other classes are subdivided or combined in the same proportion. The
Company may not make any offering of options, rights or warrants to subscribe
for shares of Class B Common Stock. If the Company makes an offering of
options, rights or warrants to subscribe for shares of any other class or
classes of capital stock (other than Class B Common Stock) to all holders of a
class of Common Stock, then the Company is required to simultaneously make an
identical offering to all holders of the other classes of Common Stock other
than to any class the holders of which, voting as a separate class, agrees that
such offering need not be made to such class. All such options, rights or
warrants offerings shall offer the respective holders of Class A Common Stock
and Class B Common Stock the right to subscribe at the same rate per share.

As used in this Prospectus, the term "Class B Permitted Holder" includes
only the following persons: (i) John W. Casella or Douglas R. Casella and their
respective estates, guardians, conservators or committees; (ii) the spouses of
John Casella or Douglas Casella and their respective estates, guardians,
conservators or committees; (iii) each descendant of John Casella or Douglas
Casella (a "Casella Descendant") and their respective estates, guardians,
conservators or committees; (iv) each Family Controlled Entity (as defined
below); and (v) the trustees, in their respective capacities as such, of each
Casella Family Trust (as defined below). The term "Family Controlled Entity"
means (i) any not-for-profit corporation if at least a majority of its board of
directors is composed of John Casella or Douglas Casella, their spouses and/or
Casella Descendants; (ii) any other corporation if at least a majority of the
value of its outstanding equity is owned by Class B Permitted Holders; (iii)
any partnership if at least a majority of the economic interest of its
partnership interests are owned by Class B Permitted Holders; and (iv) any
limited liability or similar company if at least a majority of the economic
interest of the Company is owned by Class B Permitted Holders. The term
"Casella Family Trust" includes trusts the primary beneficiaries of which are
John Casella or Douglas Casella, their spouses, Casella Descendants, siblings,
spouses of Casella Descendants and their respective estates, guardians,
conservator or committees and/or charitable organizations, provided that if the
trust is a wholly charitable trust, at least a majority of the trustees of such
trust consist of John Casella or Douglas Casella, their spouses and/or Class B
Permitted Holders.

Preferred Stock

The Board of Directors is authorized, subject to any limitations
prescribed by law, without stockholder approval, to issue up to 1,000,000
shares of Preferred Stock in one or more series. Each such series of Preferred
Stock shall have such rights, preferences, privileges and restrictions,
including voting rights, dividend rights, exchange rights, conversion rights,
redemption privileges and liquidation preferences, as shall be determined by
the Board of Directors. The rights of the holders of shares of Common Stock
will be subject to, and may be adversely affected by, the rights of the holders
of any shares of Preferred Stock that may be issued in the future. Preferred
Stock may, at the discretion of the Board of Directors, be entitled to
preference over the Common Stock with respect to the payment of dividends and
the distribution of assets in the event of liquidation, dissolution or winding
up. Additionally, the issuance of shares of Preferred

64

Stock could also decrease the amount of earnings and assets available for
distribution to the holders of the Common Stock. If any cumulative dividends or
amounts payable on a return of capital are not paid in full, shares of
Preferred Stock of all issued series would participate ratably in accordance
with the amounts that would be payable on such shares if all such dividends
were declared and paid in full or the sums which would be payable on such
shares on the return of capital if all amounts so payable were paid in full, as
the case may be.

The purpose of authorizing the Board of Directors to issue Preferred Stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of Preferred Stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring,
a majority of the outstanding voting capital stock of the Company. The Company
has no present plans to issue any shares of Preferred Stock.

Delaware Law and Certain Charter and By-Law Provisions

The Company is subject to the provisions of Section 203 of the Delaware
Law. In general, this statute prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless the business combination is approved
in a prescribed manner. An "interested stockholder" is a person who, together
with affiliates and associates, owns (or within the prior three years did own)
15% or more of the corporation's voting stock.

The Company's Restated Certificate of Incorporation provides that
vacancies on the Board of Directors may only be filled by a majority of the
Board of Directors then in office. Furthermore, any director elected by the
stockholders, or by the Board of Directors to fill a vacancy, may be removed
only by a vote of 75% of the combined voting power of the shares of Common
Stock entitled to vote for the election of directors (provided that the
director elected by the holders of Class A Common Stock, voting separately as a
class, may be removed only by the holders of at least 75% of the outstanding
shares of Class A Common Stock).

The Company's Restated Certificate of Incorporation and Restated By-Laws
provide that any action required or permitted to be taken by the stockholders
of the Company may be taken only at a duly called annual or special meeting of
stockholders. These provisions could have the effect of delaying until the next
stockholders meeting stockholder actions which are favored by the holders of a
majority of the outstanding voting securities of the Company, especially since
special meetings of stockholders may be called only by the Board of Directors
or President of the Company. These provisions may also discourage another
person or entity from making a tender offer for the Company's Common Stock,
because such person or entity, even if it acquired a majority of the
outstanding voting securities of the Company, would be able to take action as a
stockholder (such as electing new directors or approving a merger) only at a
duly called stockholders meeting, and not by written consent. The Restated
By-laws also establish procedures, including advance notice procedures, with
regard to the nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors and other matters to be
brought before stockholders meetings.

The foregoing provisions, which may be amended only by a 75% vote of the
stockholders, could have the effect of making it more difficult for a third
party to effect a change in the control of the Board of Directors. In addition,
these provisions could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from attempting to acquire,
a majority of the outstanding voting stock of the Company and may make more
difficult or discourage a takeover of the Company.

The Company has also included in its Restated Certificate of Incorporation
provisions to eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Delaware Law and to indemnify its directors and officers to the fullest
extent permitted by Section 145 of the Delaware Law.

Transfer Agent and Registrar

The transfer agent and registrar for the Class A Common Stock is Boston
EquiServe, L.P., Boston, Massachusetts.

65

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon
for the Company by Hale and Dorr LLP, Boston, Massachusetts, and for the
underwriters by Morrison Cohen Singer & Weinstein, LLP, New York, New York.

EXPERTS

The audited financial statements of the Company included in this
Prospectus and elsewhere in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

The audited financial statements of H.C. Gobin, Inc. included in this
Prospectus and elsewhere in this Registration Statement have been audited by
Barrett & Dattilio, P.C., independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
concerning the Company may be inspected and copied at prescribed rates at the
Commission's Public Reference Room, Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the Commission's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois, 60661, upon payment of certain fees prescribed by the Commission. In
addition, materials filed by the Company can be inspected at the offices of the
Nasdaq Stock Market, Reports Section, 1735 K Street, N.W., Washington, D.C.
20006. In addition, the Company is required to file electronic versions of
these documents with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.

The Company has filed with the Commission a Registration Statement on Form
S-1 (which term shall include all amendments, exhibits, schedules and
supplements thereto) under the Securities Act, with respect to the Class A
Common Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission, to which Registration
Statement reference is hereby made. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. The
Registration Statement and the exhibits thereto may be inspected and copied at
prescribed rates at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, upon payment of certain fees prescribed by
the Commission. The Commission also maintains a World Wide Web site which
provides online access to reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at the address "http://www.sec.gov".

66

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
AS OF APRIL 30, 1996, APRIL 30, 1997 AND APRIL 30, 1998
TOGETHER WITH AUDITORS' REPORTS

Index to Financial Statements

Page
-----

Consolidated financial statements of Casella Waste Systems, Inc. and subsidiaries
Report of Independent Public Accountants ................................................ F-2
Consolidated balance sheets as of April 30, 1997 and 1998 ............................... F-3
Consolidated statements of operations for each of the three years ended April 30, 1998 .. F-5
Consolidated statements of redeemable preferred stock, redeemable put warrants and
stockholders' equity (deficit) for each of the three years ended April 30, 1998 ....... F-6
Consolidated statements of cash flows for each of the three years ended April 30, 1998 .. F-8
Notes to consolidated financial statements .............................................. F-9
Financial statements of completed acquisitions (included pursuant to Regulation S-X,
Rule 3.05):
The Superior Disposal Companies:
Report of Independent Public Accountants .............................................. F-26
Combined balance sheet as of December 31, 1996 ........................................ F-27
Combined statement of operations for the year ended December 31, 1996 ................. F-28
Combined statement of stockholder's equity for the year ended December 31, 1996 ....... F-29
Combined statement of cash flows for the year ended December 31, 1996 ................. F-30
Notes to combined financial statements ................................................ F-31
Clinton County, New York -- Solid Waste Department Enterprise Fund:
Report of Independent Public Accountants .............................................. F-36
Balance sheets as of December 31, 1995 and June 30, 1996 (unaudited) .................. F-37
Statements of operations for the year ended December 31, 1995 and the six months
ended June 30, 1996 (unaudited) ...................................................... F-38
Statements of funds deficit for the year ended December 31, 1995 and the six months
ended June 30, 1996 (unaudited) ...................................................... F-39
Statements of cash flows for the year ended December 31, 1995 and the six months
ended June 30, 1996 (unaudited) ...................................................... F-40
Notes to financial statements ......................................................... F-41
H.C. Gobin, Inc.:
Report of Independent Public Accountants .............................................. F-45
Balance sheets as of December 31, 1995 and 1996 and June 30, 1997 (unaudited) ......... F-46
Statements of income (loss) and retained earnings for the years ended December 31, 1995
and 1996 and the six months ended June 30, 1997 (unaudited) .......................... F-48
Statements of cash flows for the years ended December 31, 1995 and 1996 and the six
months ended June 30, 1997 (unaudited) ............................................... F-49
Notes to financial statements ......................................................... F-50

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Casella Waste Systems, Inc.:

We have audited the accompanying consolidated balance sheets of Casella
Waste Systems, Inc. (a Delaware corporation) and subsidiaries as of April 30,
1997 and 1998, and the related consolidated statements of operations,
redeemable preferred stock, redeemable put warrants and stockholders' equity
(deficit) and cash flows for each of the three years ended April 30, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Casella Waste Systems, Inc.
and subsidiaries as of April 30, 1997 and 1998, and the results of their
operations and their cash flows for each of the three years ended April 30,
1998, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
June 12, 1998

F-2

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)

April 30,
-------------------------------
1997            1998
--------------------  ---------
(Restated, See Note 1)
--------------------

ASSETS
Current assets:
Cash and cash equivalents ...............................        $  1,349        $  1,946
Restricted funds--closure fund escrow ...................           1,532             304
Accounts receivable--trade, less allowance for
doubtful accounts of approximately $722 and $1,123 .....          14,107          17,112
Refundable income taxes .................................             447             921
Prepaid income taxes ....................................             543             546
Prepaid expenses ........................................             906           1,204
Other current assets ....................................             745             561
--------        --------
Total current assets ................................          19,629          22,594
Property and equipment, at cost:
Land and land held for investment .......................           3,293           4,390
Landfills ...............................................          30,793          34,276
Landfill development ....................................           1,332           3,319
Buildings and improvements ..............................          12,353          15,019
Machinery and equipment .................................          10,420          12,770
Rolling stock ...........................................          21,666          32,611
Containers ..............................................          11,305          16,079
--------        --------
91,162         118,464
Less--accumulated depreciation and amortization .........          23,179          36,780
--------        --------
Property and equipment, net .........................          67,983          81,684
--------        --------
Other assets:
Intangible assets, net ..................................          49,038          78,939
Restricted funds--closure fund escrow ...................           3,335           3,865
Other assets ............................................             897           1,951
--------        --------
53,270          84,755
--------        --------
$140,882        $189,033
========        ========

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

(Continued)

April 30,
---------------------------------
1997               1998
--------------------    ---------
(Restated, See Note 1)
--------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt .......................................          $   6,272           $   2,595
Current maturities of capital lease obligations ............................                392                 481
Accounts payable ...........................................................              9,034              10,141
Accrued payroll and related expenses .......................................              1,222                 625
Accrued closure and postclosure costs, current portion .....................              3,417                 374
Deferred revenue ...........................................................              2,075               2,021
Other accrued expenses .....................................................              2,794               2,539
---------           ---------
Total current liabilities ..............................................             25,206              18,776
---------           ---------
Long-term debt, less current maturities ......................................             75,528              73,748
---------           ---------
Capital lease obligations, less current maturities ...........................              1,373               1,085
---------           ---------
Deferred income taxes ........................................................              1,599               3,913
---------           ---------
Accrued closure and postclosure costs, less current portion ..................              4,910               6,191
---------           ---------
Other long-term liabilities ..................................................                364               3,460
---------           ---------
Commitments and contingencies (Note 6)
Redeemable preferred stock:
Series A Redeemable with warrants exercisable for Class A Common
Stock, $.01 par value (stated at redemption value)--
authorized--617 shares
issued and outstanding--517 and 0 shares ..................................              3,638                  --
Series B Redeemable with warrants exercisable for Class  A Common
Stock, $.01 par value (stated at redemption value)--
authorized--1,402 shares
issued and outstanding--1,295 and 0 shares ................................              9,118                  --
Series C Mandatorily Redeemable, $.01 par value
($7.00 redemption value)--
authorized--1,000 shares
issued and outstanding--424 and 0 shares ..................................              2,221                  --
Series D Convertible Redeemable, $.01 par value
(stated at redemption value)--
authorized--1,922 shares
issued and outstanding--1,922 and 0 shares ................................             16,449                  --
Redeemable put warrants to purchase 100 Shares of Class A Common Stock .......                400                  --
---------           ---------
Total redeemable preferred stock and redeemable put warrants ...........             31,826                  --
---------           ---------
Stockholders' equity:
Class A Common Stock--
authorized--30,000 shares, $.01 par value
issued and outstanding--3,458 and 10,523 shares ...........................                 35                 105
Class B Common Stock--
authorized--1,000 shares, $.01 par value; 10 votes per share
issued and outstanding--1,000 and 988 shares ..............................                 10                  10
Additional paid-in capital .................................................             10,976              95,901
Accumulated deficit ........................................................            (10,945)            (14,156)
---------           ---------
Total stockholders' equity .............................................                 76              81,860
---------           ---------
$ 140,882           $ 189,033
=========           =========

The accompanying notes are an integral part of these
consolidated financial statements.

F-4

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Fiscal Year Ended April 30,
------------------------------------------------
Pro Forma
1996         1997       1998        1998
--------     -------    --------    ----------
(Restated, See Note 1)               (Unaudited)

Revenues ...............................................................    $42,829     $79,532    $118,067     $119,350
-------     -------    --------     --------
Operating expenses:                                                                              
Cost of operations .....................................................     25,137      48,057      69,878       70,907
General and administrative .............................................      7,063      12,534      17,089       17,330
Merger related costs ...................................................         --          --         290          290
Depreciation and amortization ..........................................      8,152      13,695      18,345       18,459
Loss on impairment of long-lived assets ................................         --          --         971          971
-------     -------    --------     --------
40,352      74,286     106,573      107,957
-------     -------    --------     --------
Operating income .......................................................      2,477       5,246      11,494       11,393
-------     -------    --------     --------
Other (income) expenses:
Interest income ........................................................       (196)       (257)       (265)        (265)
Interest expense .......................................................      2,813       4,547       6,797        4,911
Other expense (income), net ............................................        (90)        923         (80)          80
-------     -------    --------     --------
2,527       5,213       6,452        4,726
-------     -------    --------     --------
Income (loss) before provision for income taxes and extraordinary items         (50)         33       5,042        6,667
Provision for income taxes .............................................        144         452       2,385        3,046
-------     -------    --------     --------
Income (loss) before extraordinary items ...............................       (194)       (419)      2,657        3,621
Extraordinary items from extinguishment of debt                                                  
(net of $168 income tax benefit) (Note 7) .............................       (326)         --          --           --
-------     -------    --------     --------
Net income (loss) ......................................................    $  (520)    $  (419)   $  2,657     $  3,621
Accretion of Preferred Stock and Put Warrants .........................     (2,967)     (8,530)     (5,738)          --
-------     -------    --------     --------
Net income (loss) applicable to common stockholders ....................    $(3,487)    $(8,949)   $ (3,081)    $  3,621
=======     =======    ========     ========
Basic net income (loss) per common share ...............................    $ (1.06)    $ (2.29)   $  (0.39)    $   0.32
=======     =======    ========     ========
Basic weighted average common shares outstanding .......................      3,279       3,913       7,912       11,375
=======     =======    ========     ========
Diluted net income (loss) per common share .............................    $ (1.06)    $ (2.29)   $  (0.39)    $   0.29
=======     =======    ========     ========
Diluted weighted average common shares outstanding .....................      3,279       3,913       7,912       12,459
=======     =======    ========     ========

The accompanying notes are an integral part of
these consolidated financial statements.

F-5

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT
WARRANTS AND STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)

Redeemable Preferred Stock (Restated, See Note 1)|
---------------------------------------------------------------------------------------------------|
Series A Redeemable with Series B Redeemable with         Series C                Series D         |
Warrants Exercisable for Warrants Exercisable for       Mandatorily             Convertible        |
Class A Common Stock     Class A Common Stock          Redeemable              Redeemable        |
------------------------ ------------------------ ---------------------- ------------------------- |
Number of   Redemption   Number of   Redemption   Number of  Redemption  Number of   Redemption   |
Shares       Value       Shares       Value       Shares      Value      Shares       Value     |
----------- ------------ ----------- ------------ ----------- ---------- ----------- ------------- |

Balance, April 30, 1995 .........    --       $    --            --    $     --        --      $    --           --     $     --  |
Adjustment in connection with                                                                                                     |
pooling of interests (Note 1) ..    --            --            --          --        --           --           --           --  |
Capital contribution by pooled                                                                                                    |
entity .........................    --            --            --          --        --           --           --           --  |
Issuance of preferred stock and                                                                                                   |
other capital transactions .....   517         2,376         1,295       5,956       424        1,952        1,922       13,455  |
Issuance costs ..................    --            --            --          --        --           --           --         (973) |
Accretion of preferred stock ....    --            --            --          --        --           65           --           65  |
Net loss ........................    --            --            --          --        --           --           --           --  |
---       -------         -----    --------       ---      -------        -----     --------  |
Balance, April 30, 1996 .........   517         2,376         1,295       5,956       424        2,017        1,922       12,547  |
Issuance of Class A Common                                                                                                        |
Stock in various acquisitions ..    --            --            --          --        --           --           --           --  |
Capital contribution by pooled                                                                                                    |
entity .........................    --            --            --          --        --           --           --           --  |
Accretion of preferred stock and                                                                                                  |
warrants .......................    --         1,262            --       3,162        --          204           --        3,902  |
Net loss ........................    --            --            --          --        --           --           --           --  |
---       -------         -----    --------       ---      -------        -----     --------  |
Balance, April 30, 1997 .........   517         3,638         1,295       9,118       424        2,221        1,922       16,449  |
Initial Public Offering--                                                                                                         |
net of issuance costs (Note 1)..    --            --            --          --        --           --           --           --  |
Issuance of Class A Common                                                                                                        |
Stock in various acquisitions ..    --            --            --          --        --           --           --           --  |
Exercise of Common Stock                                                                                                          |
Warrants .......................    --            --            --          --        --           --           --           --  |
Exercise of Employee Stock                                                                                                        |
Options ........................    --            --            --          --        --           --           --           --  |
Exercise and Call of Redeemable                                                                                                   |
Put Warrants ...................    --            --            --          --        --           --           --           --  |
Accretion of Preferred Stock and                                                                                                  |
Issuance Costs .................    --           707            --       1,770        --          749           --        2,287  |
Conversion of Convertible                                                                                                         |
Preferred Stock ................  (517)       (4,345)       (1,295)    (10,888)       --           --       (1,922)     (18,736) |
Redemption of Mandatorily                                                                                                         |
Redeemable Preferred Stock .....    --            --            --          --      (424)      (2,970)          --           --  |
Conversion of Class B common                                                                                                      |
into Class A ...................    --            --            --          --        --           --           --           --  |
Distributions to Shareholders ...    --            --            --          --        --           --           --           --  |
Net income ......................    --            --            --          --        --           --           --           --  |
----       -------        ------    --------      ----      -------       ------     --------  |
Balance, April 30, 1998 .........    --       $    --            --    $     --        --      $    --           --     $     --  |
====       =======        ======    ========      ====      =======       ======     ========  |

The accompanying notes are an integral part of these
consolidated financial statements.

F-6

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT
WARRANTS AND STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)
(Continued)

| Stockholders' Equity (Deficit) (Restated, See Note 1)  
|------------------------------------------------------
|        Class A                     Class B            
|     Common Stock                Common Stock          
| ----------------------     -----------------------    
Redeemable |   Number    $0.01 Par         Number    $0.01 Par     
Put Warrants| of Shares     Value         of Shares     Value       
------------| ---------- -----------     ----------- -----------    

Balance, April 30, 1995               $ 3,142   |   2,099       $ 21           1,000        $10         
Adjustment in connection                        |                                                       
with pooling of interests                      |                                                       
(Note 1) .........................        --   |     156          2              --         --         
Capital contribution by                         |                                                       
pooled entity ....................        --   |     143          1              --         --         
Issuance of preferred stock                     |                                                       
and other capital                              |                                                       
transactions .....................    (2,742)  |      --         --              --         --         
Issuance costs ....................        --   |      --         --              --         --         
Accretion of preferred stock ......        --   |      --         --              --         --         
Net loss ..........................        --   |      --         --              --         --         
-------   |   -----       ----           -----        ---         
Balance, April 30, 1996                   400   |   2,398         24           1,000         10         
Issuance of Class A                             |                                                       
Common Stock in various                        |                                                       
acquisitions .....................        --   |     756          8              --         --         
Capital contribution by                         |                                                       
pooled entity ....................        --   |     304          3              --         --         
Accretion of preferred stock                    |                                                       
and warrants .....................        --   |      --         --              --         --         
Net loss ..........................        --   |      --         --              --         --         
-------   |   -----       ----           -----        ---         
Balance, April 30, 1997 ...........       400   |   3,458         35           1,000         10         
Initial Public Offering--net of                 |                                                       
issuance costs (Note 1) ..........        --   |   3,000         30              --         --         
Issuance of Class A                             |                                                       
Common Stock in various                        |                                                       
acquisitions .....................        --   |     103          1              --         --         
Exercise of Common Stock                        |                                                       
Warrants .........................        --   |     148          2              --         --         
Exercise of Employee Stock                      |                                                       
Options ..........................        --   |      44         --              --         --         
Exercise and Call of                            |                                                       
Redeemable Put Warrants ..........      (400)  |      25         --              --         --         
Accretion of Preferred Stock                    |                                                       
and Issuance Costs ...............        --   |      --         --              --         --         
Conversion of Convertible                       |                                                       
Preferred Stock ..................        --   |   3,733         37              --         --         
Redemption of Mandatorily                       |                                                       
Redeemable Preferred                           |                                                       
Stock ............................        --   |      --         --              --         --         
Conversion of Class B                           |                                                       
Common into Class A ..............        --   |      12         --             (12)        --         
Distributions to Shareholders              --   |      --         --              --         --         
Net Income ........................        --   |      --         --              --         --         
|   -----       ----           -----        ---         
Balance, April 30, 1998 ...........   $    --   |  10,523       $105             988        $10         
=======   |  ======       ====           =====        ===         

Stockholders' Equity (Deficit)(Restated, See Note 1)
----------------------------------------------------
Total         
Additional                      Stockholders'     
Paid-in        (Accumulated      Equity         
Capital          Deficit)       (Deficit)       
------------     -------------   --------------    

Balance, April 30, 1995               $ 3,452         $ (1,385)        $ 2,098         
Adjustment in connection                                                               
with pooling of interests                                                             
(Note 1) .........................       198               39             239         
Capital contribution by                                                                
pooled entity ....................       274               --             275         
Issuance of preferred stock                                                            
and other capital                                                                     
transactions .....................    (2,837)              --          (2,837)        
Issuance costs ....................        --               --              --         
Accretion of preferred stock ......        --             (130)           (130)        
Net loss ..........................        --             (520)           (520)        
-------         --------         -------         
Balance, April 30, 1996                 1,087           (1,996)           (875)        
Issuance of Class A                                                                    
Common Stock in various                                                               
acquisitions .....................     9,367               --           9,375         
Capital contribution by                                                                
pooled entity ....................       522               --             525         
Accretion of preferred stock                                                           
and warrants .....................        --           (8,530)         (8,530)        
Net loss ..........................        --             (419)           (419)        
-------         --------         -------         
Balance, April 30, 1997 ...........    10,976          (10,945)             76         
Initial Public Offering--net of                                                        
issuance costs (Note 1) ..........    48,428               --          48,458         
Issuance of Class A                                                                    
Common Stock in various                                                               
acquisitions .....................     1,599               --           1,600         
Exercise of Common Stock                                                               
Warrants .........................       651               --             653         
Exercise of Employee Stock                                                             
Options ..........................        65               --              65         
Exercise and Call of                                                                   
Redeemable Put Warrants ..........       250             (225)             25         
Accretion of Preferred Stock                                                           
and Issuance Costs ...............        --           (5,513)         (5,513)        
Conversion of Convertible                                                              
Preferred Stock ..................    33,932               --          33,969         
Redemption of Mandatorily                                                              
Redeemable Preferred                                                                  
Stock ............................        --               --              --         
Conversion of Class B                                                                  
Common into Class A ..............        --               --              --         
Distributions to Shareholders              --             (130)           (130)        
Net Income ........................        --            2,657           2,657         
-------         --------         -------         
Balance, April 30, 1998 ...........   $95,901         $(14,156)        $81,860         
=======         ========         =======         

The accompanying notes are an integral part of these
consolidated financial statements.

F-7

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Fiscal Year Ended April 30,
--------------------------------------
1996          1997        1998
----------    ---------   -----------
(Restated, See Note 1)

Cash Flows from Operating Activities:
Net income (loss) ..............................................    $   (520)     $   (419)     $   2,657
--------      --------      ---------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities--
Depreciation and amortization ..................................       8,152        13,695         18,345
Loss on impairment of long-lived assets ........................          --            --            971
(Gain) loss on sale of assets ..................................         (41)          313           (335)
Provision for deferred income taxes ............................         569           139          2,237
Non-cash employee compensation .................................          --            --             60
Extraordinary items--loss on extinguishment of debt ............         326            --             --
Changes in assets and liabilities, net of effects
of acquisitions--
Accounts receivable ..........................................      (1,756)       (3,741)          (454)
Refundable income taxes ......................................           4          (189)          (474)
Accounts payable .............................................         482         5,458            169
Accrued closure and postclosure costs ........................         732           228         (1,763)
Other current assets and liabilities .........................         694          (719)        (1,966)
--------      --------      ---------
9,162        15,184         16,790
--------      --------      ---------
Net cash provided by operating activities .................       8,642        14,765         19,447
--------      --------      ---------
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired .............................     (17,328)      (35,225)       (35,793)
Additions to property and equipment ............................     (10,750)      (16,971)       (24,652)
Proceeds from sale of equipment ................................          66           166          1,182
Restricted funds--closure fund escrow ..........................        (214)         (625)           698
Other ..........................................................          17            14          2,066
--------      --------      ---------
Net cash used in investing activities .....................     (28,209)      (52,641)       (56,499)
--------      --------      ---------
Cash Flows from Financing Activities:
Proceeds from issuance of preferred stock, net
of issuance costs ............................................      12,482            --             --
Payments to subordinated debtholders ...........................      (2,072)           --             --
Deferred debt acquisition costs ................................        (125)         (400)            --
Proceeds from issuance of common stock .........................         275           525         48,455
Proceeds from exercise of stock warrants/options ...............          --            --            869
Call of redeemable put warrants ................................          --            --           (525)
Redemption of Series C Preferred Stock .........................          --            --         (2,970)
Proceeds from long-term borrowings .............................      23,591        47,228        158,445
Principal payments on long-term debt ...........................     (14,879)       (8,598)      (166,625)
--------      --------      ---------
Net cash provided by financing activities .................      19,272        38,755         37,649
--------      --------      ---------
Net increase in cash and cash equivalents .......................        (295)          879            597
Cash and cash equivalents, beginning of year ....................         765           470          1,349
--------      --------      ---------
Cash and cash equivalents, end of year ..........................    $    470      $  1,349      $   1,946
========      ========      =========
Supplemental disclosures of cash flow information:
Cash paid during the year for--
Interest .......................................................    $  2,481      $  4,252      $   7,144
========      ========      =========
Income taxes ...................................................    $    117      $    598      $     547
========      ========      =========
Supplemental disclosures of noncash investing and
financing activities:
Summary of entities acquired--
Fair value of assets acquired ................................    $ 22,432      $ 67,106      $  42,554
Common stock issued ..........................................          --        (9,374)        (1,603)
Cash paid ....................................................     (17,328)      (35,225)       (35,793)
--------      --------      ---------
Liabilities assumed and notes payable to sellers ..........       5,104      $ 22,507      $   5,158
========      ========      =========

The accompanying notes are an integral part of these
consolidated financial statements.

F-8

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. MERGER and INITIAL PUBLIC OFFERING

Casella Waste Systems, Inc. has restated the previously issued audited
consolidated balance sheet as of April 30, 1997, the previously issued audited
consolidated statements of operations, consolidated statements of redeemable
preferred stock, redeemable put warrants and stockholders' equity (deficit) and
consolidated statements of cash flows for the years ended April 30, 1996 and
1997 to reflect the merger with All Cycle Waste, Inc. and Winters Brothers, Inc.
("All Cycle") consummated on December 19, 1997, accounted for using the pooling
of interests method of accounting.

On November 3, 1997, the Company completed an initial public offering of
3,000,000 shares of its Class A Common Stock (the "November Offering") and in
accordance with the terms of the Company's agreements: (i) the Series A and
Series B Redeemable Preferred Stock with warrants exercisable for Class A Common
Stock was automatically redeemed and the redemption price was applied to the
exercise price of the warrants; (ii) the Series D Convertible Preferred Stock
was converted automatically into shares of Class A Common Stock; and (iii) the
Series C Mandatorily Redeemable Preferred Stock was redeemed at its stated
redemption price of $7.00 per share.

Proceeds of the November Offering were $48,427,918, net of underwriters'
discount and offering expenses. Of this amount, $44,962,548 was used for
repayment of indebtedness, $2,970,149 was used for redemption of the Series C
Mandatorily Redeemable Preferred Stock and $495,221 was used for payment under
the Management Services Agreement (see Note 10).

2. OPERATIONS

The Company is a regional, integrated, non-hazardous solid waste services
company that provides collection, transfer, disposal and recycling services in
Vermont, New Hampshire, Maine, upstate New York and northern Pennsylvania.

The consolidated financial statements of the Company include the accounts
of Casella Waste Systems, Inc. and its wholly owned subsidiaries: Casella Waste
Management, Inc., Forest Acquisitions, Inc., New England Waste Services, Inc.,
New England Waste Services of Vermont, Inc., Bristol Waste Management, Inc.,
Sunderland Waste Management, Inc., Newbury Waste Management, Inc., North
Country Environmental Services, Inc., North Country Composting Services, Inc.,
Sawyer Environmental Recovery Facilities, Inc., Sawyer Environmental Services,
Casella T.I.R.E.S., Inc., Pine Tree Waste Services of Maine, Inc., New England
Waste Services of N.Y., Inc., Casella Waste Management of N.Y., Inc. and
Casella Waste Management of Pennsylvania, Inc.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company's significant accounting policies follows:

(a)  Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.

(b)  Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.

F-9

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c)  Revenue Recognition

The Company recognizes revenues as the services are provided. Certain
customers are billed in advance and, accordingly, recognition of the related
revenues is deferred until the services are provided.

(d)  Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, investments in closure trust funds, trade
payables and debt instruments. The book values of cash and cash equivalents,
trade receivables, investments in closure trust funds and trade payables
approximate their respective fair values. The Company's debt instruments that
are outstanding as of April 30, 1998 have carrying values that approximate
their respective fair values. See Note 5 for the terms and carrying values of
the Company's various debt instruments.

(e)  Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with
maturities of three months or less to be cash equivalents.

(f)  Closure Fund Escrow

Restricted funds held in trust consist of amounts on deposit with various
banks that support the Company's financial assurance obligations for its
facilities' closure and postclosure costs.

(g)  Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation
and amortization. The Company provides for depreciation using the straight-line
method by charges to operations in amounts that allocate the cost of the assets
over their estimated useful lives as follows:

Estimated
Asset Classification                                        Useful Life
--------------------                                        ------------

Buildings and improvements .............................   10-35 years
Machinery and equipment ................................    2-15 years
Rolling stock ..........................................    1-10 years
Containers .............................................    2-12 years

The cost of maintenance and repairs is charged to operations as incurred.
Depreciation expense for the years ended April 30, 1996, 1997 and 1998 was
$3,269,639, $6,929,283 and $9,487,641, respectively.

Capitalized landfill costs include expenditures for land and related
airspace, permitting costs and preparation costs. Landfill permitting and
preparation costs represent only direct costs related to these activities,
including legal, engineering and construction. Interest is capitalized on
landfill permitting and construction projects and other projects under
development while the assets are undergoing activities to ready them for their
intended use. The interest capitalization rate is based on the Company's
weighted average cost of indebtedness. No interest was capitalized for the year
ended April 30, 1996. Interest capitalized for the years ended April 30, 1997
and 1998 was $182,418 and $137,535, respectively. Management routinely reviews
its investment in operating landfills, transfer stations and other significant
facilities to determine whether the costs of these investments are realizable.

Landfill permitting, acquisition and preparation costs, excluding the
estimated residual value of land, are amortized as permitted airspace of the
landfill is consumed. Landfill preparation costs include the costs

F-10

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of construction associated with excavation, liners, site berms and the
installation of leak detection and leachate collection systems. In determining
the amortization rate for these landfills, preparation costs include the total
estimated costs to complete construction of the landfills' permitted
capacities. Units-of-production amortization rates are determined annually for
each of the Company's operating landfills. The rates are based on estimates
provided by the Company's engineers and accounting personnel and consider the
information provided by surveys which are performed at least annually.

(h)  Accrued Closure and Postclosure Costs

Accrued closure and postclosure costs include the current and noncurrent
portion of accruals associated with obligations for closure and postclosure of
the Company's operating and closed landfills. The Company, based on input from
its engineers and accounting personnel, estimates its future cost requirements
for closure and postclosure monitoring and maintenance for solid waste
landfills based on its interpretation of the technical standards of the U.S.
Environmental Protection Agency's Subtitle D regulations and the air emissions
standards under the Clean Air Act as they are being applied on a state-by-state
basis. Closure and postclosure monitoring and maintenance costs represent the
costs related to cash expenditures yet to be incurred when a landfill facility
ceases to accept waste and closes.

Accruals for closure and postclosure monitoring and maintenance
requirements in the U.S. consider final capping of the site, site inspection,
groundwater monitoring, leachate management, methane gas control and recovery,
and operation and maintenance costs to be incurred during the period after the
facility closes. Certain of these environmental costs, principally capping and
methane gas control costs, are also incurred during the operating life of the
site in accordance with the landfill operation requirements of Subtitle D and
the air emissions standards. Reviews of the future cost requirements for
closure and postclosure monitoring and maintenance for the Company's operating
landfills by the Company's engineers and accounting personnel are performed at
least annually and are the basis upon which the Company's estimates of these
future costs and the related accrual rates are revised. The Company provides
accruals for these estimated costs as the remaining permitted airspace of such
facilities is consumed.

The states in which the Company operates require a certain portion of
these accrued closure and postclosure obligations to be funded at any point in
time. Accordingly, the Company has placed $4,866,981 and $4,169,139, at April
30, 1997 and 1998, respectively, in restricted investment accounts to fund
these future obligations.

In addition, the Company has been required to post a surety bond or bank
letter of credit to secure its obligations to close its landfills in accordance
with environmental regulations. At April 30, 1998, the Company had provided
letters of credit totaling $4,276,302, expiring between May 1998 and June 1999,
to secure the Company's landfill closure obligations.

F-11

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i)  Intangible Assets

Intangible assets at April 30, 1997 and 1998 consist of the following:

April 30,
-----------------------
1997         1998
----------   ----------

Goodwill ..........................................    $45,075      $73,621
Covenants not to compete ..........................      6,016        8,941
Customer lists ....................................        431          420
Deferred debt acquisition costs and other .........        710        1,818
-------      -------
52,232       84,800
Less--accumulated amortization ....................      3,194        5,861
-------      -------
$49,038      $78,939
=======      =======

Goodwill is the cost in excess of fair value of identifiable assets of
acquired businesses and is amortized using the straight-line method over
periods not exceeding 40 years. Covenants not to compete and customer lists are
amortized using the straight-line method over their estimated useful lives,
typically no more than 10 years. The Company continually evaluates whether
events and circumstances have occurred subsequent to an acquisition that
indicate the remaining estimated useful life or carrying value of these
intangible assets may warrant revision. When factors indicate that these assets
should be evaluated for possible impairment, the Company uses an estimate of
the related business segment's undiscounted cash flows over the remaining life
of the asset in measuring recoverability.

Deferred debt acquisition costs are capitalized and amortized over the
life of the related debt using the effective interest method.

(j)  Impairment of Long-Lived Assets

Effective May 1, 1996, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of. In accordance
with SFAS No. 121, the Company evaluates the recoverability of its carrying
value of the Company's long-lived assets and certain intangible assets based on
estimated undiscounted cash flows to be generated from each of such assets as
compared to the original estimates used in measuring the assets. To the extent
impairment is identified, the Company reduces the carrying value of such
impaired assets to their fair market value.

The Casella T.I.R.E.S. plant in Eliot, Maine was established by purchasing
the waste tire processing assets of the Seward companies in June, 1996. The
ongoing profitability of this location is dependent on a continuing secondary
market for the product of its tire shredding operations, primarily as tire
derived fuel (TDF). Due to pressures on the Company's TDF customers to meet
requirements of the Clean Air Act, management projects that over the next few
years these customers will replace TDF with natural gas as a fuel, and that the
future undiscounted cash flows will be less than the current carrying value of
the assets associated with this site.

F-12

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The primary assets associated with this site include real estate, tire
processing and other equipment, and goodwill. The impairment charge was
computed as the difference between the April 30, 1998 carrying value of the
affected assets, and their fair market value as of that date. The fair market
value of the affected assets was computed in accordance with SFAS No. 121 as
the discounted projected future net cash inflows. The charge was allocated as
follows (in thousands):

Goodwill ......................................................    $471
Tire processing equipment .....................................     453
Other equipment ...............................................      47
----
Impairment charge .............................................    $971
====

(k)  Income Taxes

The Company records income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Under SFAS No. 109, deferred income taxes are
recognized based on the expected future tax consequences of differences between
the financial statement basis and the tax basis of assets and liabilities,
calculated using currently enacted tax rates.

(l)  Unaudited Pro Forma Presentation

The unaudited pro forma statement of operations for the year ended April
30, 1998 gives effect to: (i) the acquisition of substantially all of the
assets of H.C. Gobin, Inc., which took place on August 1, 1997, as if it had
occurred on May 1, 1997, (ii) the application of the net proceeds from the
November Offering, after deducting the underwriting discount and offering
expenses paid by the Company, as if it had closed on May 1, 1997; and (iii) the
elimination of accretion charges related to the Series Preferred Stock and Put
Warrants (see Note 7), none of which were outstanding after the November
Offering.

(m)  Earnings per Share and Unaudited Pro Forma Earnings per 
Share of Common Stock

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share". This statement supersedes Accounting Principal Board Opinion No. 15.
SFAS No. 128 is effective for interim and annual periods ending after December
15, 1997. The Company has adopted SFAS No. 128 and applied the provisions of
this statement retroactively to all periods presented.

Primary EPS is replaced by Basic EPS, which is computed by dividing income
(loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Basic common shares no longer include
common equivalents such as convertible preferred shares. In addition, Fully
Diluted EPS is replaced with Diluted EPS, which gives effect to all common
shares that would have been outstanding if all dilutive potential common shares
(relating to such things as the exercise of stock warrants and convertible
preferred stock) had been issued. The treasury stock method used to compute the
number of potentially-dilutive shares that would be repurchased with the
proceeds of potential stock issuances has been changed. The treasury stock
method now requires use of the average share price for each period instead of
the greater of the ending share price or the average share price.

F-13

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following is a reconciliation of the ending number of shares
outstanding with the number of shares used in the calculation of basic and
diluted earnings per share (in thousands):

Year ended April 30,
---------------------------------------
1996     1997      1998       1998
Pro Forma

Number of shares outstanding, end of period:
Class A Common Stock ...........................   2,398    3,458     10,523     10,523
Class B Common Stock ...........................   1,000    1,000        988        988
Effect of weighting the average shares 
outstanding during the period ..................    (119)    (545)    (3,599)      (136)
-----    -----     ------     ------
Basic shares outstanding ........................   3,279    3,913      7,912     11,375
Potentially dilutive shares .....................      --       --         --      1,084
-----    -----     ------     ------
Diluted shares outstanding ......................   3,279    3,913      7,912     12,459
=====    =====     ======     ======

Diluted earnings per share are not presented for the years ended April 30,
1996, 1997 and 1998 because they are anti-dilutive. The number of potentially
dilutive shares excluded from the earnings per share calculation was 1,604,138,
4,420,835 and 2,986,424 for the years ended April 30, 1996, 1997 and 1998,
respectively.

Pro forma basic and diluted weighted average common shares outstanding
gives effect to shares issued in the November Offering and the redemption or
conversion into shares of Class A Common Stock of the Series Preferred Stock and
Put Warrants as if each had occurred on May 1, 1997.

4. BUSINESS COMBINATIONS

(a)  Transaction Recorded as a Pooling of Interests

On December 19, 1997, the Company completed its merger with All Cycle in a
business combination recorded as a pooling of interests and, accordingly, the
accompanying financial statements have been restated to include the accounts
and operations of All Cycle for all periods presented. The two businesses
acquired were under common control, and the transaction was considered to be
and accounted for as a single acquisition. All Cycle Waste, Inc. is a solid
waste collection and transfer operation in Chittenden County, Vermont. Winters
Brothers, Inc. owns the real estate that All Cycle Waste, Inc. operates out of
in Williston, Vermont. The Company issued 416,103 shares of its Class A Common
Stock for all of the outstanding stock of All Cycle Waste, Inc. and 187,244
shares of its Class A Common Stock for all of the outstanding stock of Winters
Brothers, Inc.

Prior to December 19, 1997, Casella Waste Systems, Inc. incurred disposal
expense and All Cycle Waste, Inc. earned disposal revenue through the
operations of All Cycle's waste transfer station. These transactions have been
eliminated in the accompanying financial statements.

F-14

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. BUSINESS COMBINATIONS (Continued)

Following is a reconciliation of the amounts (in thousands) of net sales
and net income previously reported for the years ended April 30, 1996 and 1997:

Fiscal Year Ended April 30,
---------------------------
1996             1997
----------       ----------

Revenues:
Casella Waste Systems, Inc. - as previously 
reported ..................................    $38,109          $ 73,176
All Cycle ...................................      4,721             7,358
Elimination of intercompany revenue .........         --            (1,002)
-------          --------
Casella Waste Systems, Inc. - as restated ...    $42,830          $ 79,532
=======          ========
Net income (loss):
Casella Waste Systems, Inc. - as previously 
reported ..................................    $  (274)         $    (12)
All Cycle ...................................       (246)             (407)
-------          --------
Casella Waste Systems, Inc. - as restated ...    $  (520)         $   (419)
=======          ========

(b)  Transactions Recorded as Purchases

During fiscal 1996, the Company completed 17 acquisitions, including one
landfill. During fiscal 1997, the Company completed 25 acquisitions, including
the 25-year capital lease of a landfill. During fiscal 1998, the Company
acquired 33 solid waste hauling operations, exclusive of the All Cycle
transaction discussed above. These transactions were accounted for as
purchases. Accordingly, the operating results of these businesses are included
in the Consolidated Statement of Operations from the dates of acquisition and
the purchase prices have been allocated to the net assets acquired based on
fair values at the dates of acquisition with the residual amounts allocated to
goodwill.

The purchase prices allocated to the net assets acquired were as follows
(in thousands):

Fiscal Year Ended April 30,
---------------------------------------
1996          1997          1998
-----------   -----------   -----------

Accounts receivable and prepaid expenses .........    $  2,947      $   4,127     $  2,923
Investments--restricted ..........................       1,240            450           --
Landfills ........................................       3,495          8,013           --
Property and equipment ...........................       7,451         17,378        9,105
Covenants not to compete and customer lists ......       2,060          2,445        2,498
Goodwill .........................................       5,240         34,694       28,028
Deferred taxes ...................................        (806)           (73)         (75)
Debt and notes payable ...........................      (3,738)        (6,709)      (2,650)
Other liabilities assumed ........................        (561)       (15,726)      (2,433)
--------      ---------     --------
Total consideration ..............................    $ 17,328      $  44,599     $ 37,396
========      =========     ========

F-15

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. BUSINESS COMBINATIONS (Continued)

The following unaudited pro forma combined information (in thousands
except for per share information) shows the results of the Company's operations
for the years ended April 30, 1997 and 1998, exclusive of the effects of the
Company's November Offering, as though each of the completed acquisitions had
occurred as of May 1, 1996:

Pro Forma
Year ended April 30,
---------------------------
1997           1998
-----------   -------------

Revenues .....................................................   $132,261        $ 131,437
Operating income .............................................     7,626            12,822
Net income (loss) ............................................      (985)            3,487
Diluted pro forma net income (loss) per common share .........     (0.25)              0.32
Weighted average diluted shares outstanding ..................     3,913            10,898

The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions taken place as of May 1, 1996, or the results of future operations
of the Company. Furthermore, the pro forma results do not give effect to all
cost savings or incremental costs that may occur as a result of the integration
and consolidation of the completed acquisitions.

5. LONG-TERM DEBT

Long-term debt as of April 30, 1997 and 1998 consists of the following (in
thousands):

April 30,
-----------------------
1997         1998
----------   ----------

Advances on revolving credit facility, which provides for advances
of up to $150,000,000 due January 12, 2003. Interest on
outstanding advances accrues, at the election of the Company,
either at the bank's base rate or LIBOR plus a percentage,
based on a pricing grid as defined (6.875% at April 30, 1998),
payable monthly in arrears. The interest rate is subject to
adjustment under the Swap Agreement described below. The
debt is collateralized by all assets of the Company, whether now
owned or hereafter acquired .......................................    $52,359      $64,150

Bank term notes payable, bearing interest at the bank's base rate
plus 0.25% per annum, secured by all assets of the Company ........      9,431           --

Notes payable in connection with businesses acquired, bearing
interest at rates of 7% to 10%, due in monthly installments
ranging from $939 to $11,152, expiring September 1998 through
January 2007 ......................................................      6,508        5,548

Payments due to Clinton County, discounted at 4.75%, due in
quarterly installments of $375,046 through March 2003 .............      7,796        6,645

Notes payable, secured by assets purchased, bearing interest at
rates of 6% to 30% ................................................      5,706           --
-------      -------
81,800       76,343

Less-current portion ...............................................      6,272        2,595
-------      -------
$75,528      $73,748
=======      =======

F-16

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. LONG-TERM DEBT (Continued)

On January 21, 1998, the Company entered into a three-year interest rate
swap agreement (the Swap Agreement) with a bank. The purpose was to effectively
convert a portion of the Company's interest rate exposure on advances under its
revolving credit facility line from a floating rate to a fixed rate until the
expiration of the Swap Agreement. The Swap Agreement effectively fixes the
Company's interest rate on the notional amount of $45,000,000 to 5.8% per
annum. Net monthly payments or monthly receipts under the Swap Agreement are
recorded as adjustments to interest expense. The Company paid $162,535 in
interest under this agreement during the year ended April 30, 1998. In the
event of nonperformance by the counterparty, the Company would be exposed to
interest rate risk if the variable interest rate received were to exceed the
fixed rate paid by the Company under the terms of the Swap Agreement.

The revolving credit facility contains certain covenants that, among other
things, restrict dividends or stock repurchases, limit capital expenditures and
annual operating lease payments, and set minimum fixed charges, interest
coverage and leverage ratios and minimum consolidated adjusted net worth
requirements. As of April 30, 1998 the Company was in compliance with all
covenants.

As of April 30, 1998, debt matures as follows (in thousands):

(Unaudited)
Amount
------------

Year Ending April 30,                                   
1999 ....................................................   $ 2,595
2000 ....................................................     2,592
2001 ....................................................     2,561
2002 ....................................................     1,924
2003 ....................................................    66,018
Thereafter ..............................................       653
-------
$76,343
=======

6. COMMITMENTS AND CONTINGENCIES

(a)  Leases

The following is a schedule of future minimum lease payments (in
thousands), together with the present value of the net minimum lease payments
under capital leases, as of April 30, 1998:

Operating   Capital
Leases    Leases
---------  --------

Year Ended April 30,
1999 ......................................................  $  408    $  509
2000 ......................................................     343       368
2001 ......................................................     299       366
2002 ......................................................     227       350
2003 ......................................................     148       274
Thereafter ................................................     258        --
------    ------
Total minimum lease payments ............................  $1,683     1,867
======
Less--amount representing interest .........................              (301)
------
1,566
Current maturities of capital lease obligations ............               481
------
Present value of long-term capital lease obligations ....            $1,085
======

F-17

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6. COMMITMENTS AND CONTINGENCIES (Continued)

The Company leases real estate, containers and hauling vehicles under
leases that qualify for treatment as capital leases. The assets related to
these leases have been capitalized and are included in property and equipment
at April 30, 1997 and 1998.

The Company leases operating facilities and equipment under operating
leases with monthly payments ranging from $43 to $3,903.

Total rent expense under operating leases charged to operations was
$502,122, $933,294 and $936,103 for each of the three years ended April 30,
1996, 1997 and 1998, respectively.

(b)  Legal Proceedings

In 1997, the Company was a defendant in a lawsuit regarding certain assets
of the Company. The suit was settled for $450,000, and the Company paid an
aggregate of $200,000 representing the legal fees of all defendants. The
settlement was accrued for and included in other accrued expenses in the
accompanying consolidated balance sheet at April 30, 1997.

On or about October 30, 1997, an individual commenced a civil lawsuit
against the Company and two of the Company's officers and directors in the
Rutland Superior Court, Rutland County, State of Vermont. In the complaint, the
individual seeks compensation for services allegedly performed by him prior to
1995. The individual is seeking a three percent equity interest in the Company
or the monetary equivalent thereof, as well as punitive damages. The Company
and the officers and directors have answered the complaint, denied the
individual's allegations of wrongdoing, and asserted various defenses. Certain
stockholders of the Company agreed to indemnify the Company for any settlement
by the Company or any award against the Company in excess of $350,000 (but not
legal fees paid by or on behalf of the Company or any other third party). The
Company accrued a $215,000 reserve for this claim during the year ended April
30, 1998.

In the normal course of conducting its operations, the Company may become
involved in certain legal and administrative proceedings. Some of these actions
may result in fines, penalties or judgments against the Company, which may have
an impact on earnings for a particular period. Management expects that such
matters in process at April 30, 1998 will not have a material adverse effect on
the Company's financial position, including its liquidity or its results of
operations.

(c)  Environmental Liability

The Company is subject to liability for any environmental damage,
including personal injury and property damage, that its solid waste facilities
may cause to neighboring property owners, particularly as a result of the
contamination of drinking water sources or soil, possibly including damage
resulting from conditions existing before the Company acquired the facilities.
The Company may also be subject to liability for similar claims arising from
off-site environmental contamination caused by pollutants or hazardous
substances if the Company or its predecessors arrange to transport, treat or
dispose of those materials. Any substantial liability incurred by the Company
arising from environmental damage could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
is not presently aware of any situations that may have a material adverse
impact.

(d)  Sawyer Landfill Royalty Payments

In connection with an acquisition, the Company agreed to pay to the seller
a royalty for certain additional permitted landfill capacity. The royalty due
is equal to $2.50 per ton for the first 400,000 tons

F-18

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6. COMMITMENTS AND CONTINGENCIES (Continued)

of such additional capacity and $3.50 per ton thereafter. The payments are
generally due as the landfill is utilized except that at the time of the
successful permitting, the first $1 million of royalties becomes immediately
due and payable. This amount may be taken in cash or stock on an equivalent per
share price of $6.55. This option is at the election of the seller and is only
available for the first royalty payment.

7. REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT WARRANTS AND STOCKHOLDERS'
EQUITY (DEFICIT)

(a)  Preferred Stock

On December 22, 1995, the Company sold 1,922,169 shares of Series D
Convertible Redeemable Preferred Stock, raising proceeds of $12,482,412, net of
$972,771 in issuance costs. In addition, the Company extinguished certain
subordinated debt through proceeds raised in this Series D Preferred Stock
transaction, and by issuing certain subordinated debt holders 516,620 shares of
the Company's Series A Redeemable Preferred Stock, 1,294,579 shares of the
Company's Series B Redeemable Preferred Stock and 424,307 shares of the
Company's Series C Mandatorily Redeemable Preferred Stock. The Company has
recorded a charge of $2,963,317 based on the difference between the fair market
value of consideration (preferred stock and cash) issued to the subordinated
debt holders and the carrying value of the subordinated debt extinguished. The
charge, net of tax, was allocated to earnings as an extraordinary charge
($126,523) and equity ($2,836,794) based on the relative fair value of the debt
and warrants, respectively. The Company also wrote off the unamortized issuance
costs associated with certain subordinated debt. This write-off resulted in an
extraordinary charge, net of tax, of $199,785. The total extraordinary loss
from the extinguishment of debt amounted to $326,308 (net of $168,098 income
tax benefit).

The difference between the carrying value and the redemption value
(defined as the higher of $1.50, $2.00 and $7.00 or the underlying fair market
value of the Company's Class A Common Stock, respectively) of the Series A and
Series B Redeemable Preferred Stock with warrants exercisable for Class A
Common Stock and the Series D Convertible Redeemable Preferred Stock was being
accreted using the effective interest method through the earliest redemption
date (December 31, 2000, December 31, 2000 and January 1, 2001, respectively).
In accordance with its original terms, immediately prior to the closing of the
November Offering, each share of Series A Preferred Stock and Series B
Preferred Stock, through the exercise of warrants and redemption of preferred
stock in connection therewith, and each share of Series D Preferred Stock
automatically converted into one share of Class A Common Stock.

Also in accordance with its original terms, the Series C Mandatorily
Redeemable Preferred Stock was redeemed immediately following the closing of
the November Offering. The Company had been accreting the difference between
the carrying value and redemption value ($7.00 per share) using the effective
interest method through the earliest fixed redemption date (December 31, 2000).
Therefore, the Company recorded an accelerated accretion charge immediately
prior to the November Offering in order to state the Series C Stock at its
redemption price.

(b)  Common Stock

The holders of the Class A Common Stock are entitled to one vote for each
share held. The holders of the Class B Common Stock are entitled to ten votes
for each share held except for the election of one director who is elected by
the holders of Class A Common Stock exclusively. The Class B Common Stock is
convertible into Class A Common Stock on a share-for-share basis at the option
of the shareholder.

F-19

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT WARRANTS AND
STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

(c)  Stock Warrants

At April 30, 1998, the Company had outstanding warrants to purchase
190,392 shares of the Company's Class A Common Stock at exercise prices between
$0.01 and $7.25 per share, based on the fair market value of the underlying
common stock at the time of the warrants' issuance. The warrants become
exercisable upon vesting and notification and expire between July 1998 and
October 2003.

(d)  Put Warrants

In connection with an acquisition in April 1995, the Company issued
100,000 warrants to purchase one share each of Class A Common Stock exercisable
at $6.00 per share. These warrants were putable to the Company at $4.00 per
share or callable by the Company at $7.00 per share beginning in April 1997 and
were initially recorded at their put price. These warrants were stated at their
put price per share in the accompanying consolidated balance sheet as of April
30, 1997. During fiscal 1998 (but prior to the November Offering), warrants to
acquire 25,000 shares of Class A Common Stock for cash proceeds of $150,000
were exercised. During the same period the Company called the remaining 75,000
warrants in exchange for total cash consideration of $525,000. The difference
between the put price and the call price was accreted through a charge to
accumulated deficit at the time of the call.

(e)  Stock Option Plans

During 1993, the Company adopted an incentive stock option plan for
officers and other key employees. The 1993 Incentive Stock Option Plan (the
"1993 Option Plan") provided for the issuance of a maximum of 300,000 shares of
Class A Common Stock. As of April 30, 1998, options to purchase 258,000 shares
of Class A Common Stock at an average exercise price of $1.87 were outstanding
under the 1993 Option Plan. No further options may be granted under this plan.

During 1994, the Company adopted a nonstatutory stock option plan for
officers and other key employees. The 1994 Stock Option Plan (the "1994 Option
Plan") provides for the issuance of a maximum of 150,000 shares of Class A
Common Stock. Options to purchase 150,000 shares of Class A Common Stock at an
average exercise price of $0.60 were outstanding under the 1994 Option Plan as
of April 30, 1997 and April 30, 1998. No further options may be granted under
this plan.

In connection with the May 1994 Senior Note and Warrant Purchase Agreement
(the "Purchase Agreement"), the Company established a nonqualified stock option
pool for certain key employees. The purchase agreement established 338,000
stock options to purchase Class A Common Stock. Options to purchase 338,000
shares of Class A Common Stock at an average exercise price of $2.00 were
outstanding under the Purchase Agreement as of April 30, 1997 and April 30,
1998. No further options may be granted under this plan.

During 1996, the Company adopted a stock option plan for employees,
officers and directors of, and consultants and advisors to, the Company. The
1996 Stock Option Plan (the "1996 Option Plan") provided for the issuance of a
maximum of 918,135 shares of Class A Common Stock pursuant to the grant of
either incentive stock options or nonstatutory options. As of April 30, 1997,
options to purchase 418,135 shares of Class A Common Stock at an average
exercise price of $10.04 were outstanding under the 1996 Option Plan. As of
April 30, 1998, a total of 601,302 options to purchase Class A Common Stock
were outstanding at an average exercise price of $11.86. No further options may
be granted under this plan.

On July 31, 1997, the Company adopted a stock option plan for employees,
officers and directors of, and consultants and advisors to the Company. The
Board of Directors has the authority to select the

F-20

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT WARRANTS AND
STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

optionees and determine the terms of the options granted. The 1997 Stock Option
Plan (the "1997 Option Plan") provides for the issuance of 1,000,000 shares of
Class A Common Stock pursuant to the grant of either incentive stock options or
nonstatutory options. Under the terms of the 1997 Option Plan, all authorized
but unissued options under previous plans are added to the shares available
under this plan. A total of 308,500 authorized but unissued options under the
1996 Option Plan have been transferred to the 1997 Option Plan under this
provision. As of April 30, 1998, options to purchase 248,000 shares of Class A
Common Stock at an average exercise price of $22.52 were outstanding under the
1997 Option Plan.

On July 31, 1997 the Company adopted a stock option plan for non-employee
directors of the Company. The 1997 Non-Employee Director Stock Option Plan
provides for the issuance of a maximum of 50,000 shares of Class A Common Stock
pursuant to the grant of non-statutory options. As of April 30, 1998, no
options have been granted under this plan.

Stock option activity for each of the three years ended April 30, 1996,
1997 and 1998 is as follows:

Number      Weighted Average
of Shares      Exercise Price
-----------   -----------------

Outstanding, April 30, 1995               673,000          $ 1.30
Granted ............................     115,000            3.53
Terminated .........................          --              --
Exercised ..........................          --              --
-------          ------
Outstanding, April 30, 1996               788,000            1.63
Granted ............................     463,135           10.52
Terminated .........................          --              --
Exercised ..........................          --              --
-------          ------
Outstanding, April 30, 1997 .........   1,251,135            4.92
Granted ............................     419,500           19.90
Terminated .........................      31,000           15.19
Exercised ..........................      44,333            1.49
---------          ------
Outstanding, April 30, 1998 .........   1,595,302          $ 8.75
=========          ======
Exercisable, April 30, 1998 .........     985,710          $ 4.26
=========          ======

Set forth is a summary of options outstanding and exercisable as of April
30, 1998:

Options Outstanding             Options Exercisable
--------------------------------------- -----------------------
Weighted
Average     Weighted                 Weighted
Number of      Remaining     Average    Number of    Average
Range of             Outstanding    Contractual   Exercise   Exercisable   Exercise
Exercise                Shares     Life (Years)     Price      Options      Price
- ---------------------------   ------------- -------------- ---------- ------------- ---------

$ 0.60-$ 2.00...........       673,000         4.35       $ 1.36      673,000     $ 1.36
4.61 -  7.00 .........       197,000         7.35         4.66      150,333       4.67
12.00- 16.00 ..........       497,302         8.58        13.78      118,711      12.74
Over $16.00............       228,000         9.70        23.18       43,666      24.46
- ---------------------------       -------         ----       ------      -------     ------
All ....................     1,595,302         6.80       $ 8.75      985,710     $ 4.26
=========         ====       ======      =======     ======

During fiscal 1996, the FASB issued SFAS No. 123, Accounting for
Stock-Based Compensation, which defines a fair value based method of accounting
for stock-based employee compensation and

F-21

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT WARRANTS AND
STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, it also allows an entity to
continue to measure compensation costs for those plans using the intrinsic
method of accounting prescribed by APB Opinion No. 25. Entities electing to
remain with the accounting in APB Opinion No. 25 must make pro forma
disclosures of net income and earnings per share as if the fair value based
method of accounting defined in SFAS No. 123 had been applied.

The Company has elected to account for its stock-based compensation plans
under APB Opinion No. 25. However, the Company has computed, for pro forma
disclosure purposes, the value of all options granted during the years ended
April 30, 1996, 1997 and 1998 using the Black-Scholes option pricing model as
prescribed by SFAS No. 123, using the following weighted average assumptions
for grants in the years ended April 30, 1996, 1997 and 1998.

April 30,
------------------------------------------
1996         1997            1998
----------   ----------   ----------------

Risk-free interest rate .........     5.69%        6.84%         5.78%-6.49%
Expected dividend yield .........      N/A          N/A             N/A
Expected life ...................   10 years      10 years         9 years
Expected volatility .............      N/A          N/A            40.39%

The value of shares to be issued to employees under the Employee Stock
Purchase Plan (see Note 9) as of April 30, 1998 has been computed for pro forma
disclosure purposes using the Black-Scholes option pricing model using the
following assumptions:

Risk-free interest rate ....................................        5.30%
Expected dividend yield ....................................        N/A
Expected life ..............................................     1/3 year
Expected volatility ........................................       40.39%

The total value of options granted during the years ended April 30, 1996,
1997 and 1998 would be amortized on a pro forma basis over the vesting period
of the options. Options generally vest over a one to three year period. Because
the method of accounting prescribed by SFAS No. 123 has not been applied to
options granted prior to May 1, 1995, the resulting pro forma compensation
costs may not be representative of that to be expected in future years. If the
Company had accounted for these plans in accordance with SFAS No. 123, the
Company's net loss and net loss per share would have increased as reflected in
the following pro forma amounts (in thousands, except for per share amounts):

Fiscal Year Ended April 30,
--------------------------------
1996       1997        1998
---------   ---------   --------

Net income (loss)
As reported .............................    $(3,486)    $(8,949)   $(3,081)
Pro forma ...............................     (3,522)     (9,143)    (3,904)
Net income (loss) per share of
common stock--
As reported .............................      (1.06)      (2.29)     (0.39)
Pro forma ...............................    $ (1.07)    $ (2.34)   $ (0.49)

The weighted-average grant-date fair value of options granted during the
years ended April 30, 1996, 1997 and 1998 is $0.51, $0.56 and $1.54,
respectively.

F-22

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. REDEEMABLE PREFERRED STOCK, REDEEMABLE PUT WARRANTS AND
STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

(f)  Reserved Shares

At April 30, 1997 and 1998 shares of Class A Common Stock were reserved for
the following reasons (in thousands):

April 30, 
-------------------
1997       1998
--------   --------

Exercise of stock warrants related to Series A and
Series B Preferred Stock ................................    1,811         --
Exercise of Series D Convertible Preferred Stock .........    1,922         --
Exercise of stock warrants/put warrants ..................      456        190
Exercise of stock options ................................    1,206      2,981
-----      -----
5,395      3,171
=====      =====

8. INCOME TAXES

The provision (benefit) for income taxes for the years ended April 30,
1996, 1997 and 1998 consists of the following (in thousands):

Fiscal Year Ended April 30,
-------------------------------
1996       1997       1998
----------   ------   ---------

Federal--                            
Current ...............................     $ (329)     $306     $  495
Deferred ..............................        458       136      1,586
------      ----     ------
129       442      2,081
------      ----     ------
State--                              
Current ...............................        (96)        7         24
Deferred ..............................        111         3        280
------      ----     ------
15        10        304
------      ----     ------
Total ...............................     $  144      $452     $2,385
======      ====     ======

The differences in the provisions for income taxes and the amounts
determined by applying the Federal statutory rate of 34% to income before
provision for income taxes and extraordinary loss for the years ended April 30,
1996, 1997 and 1998 are as follows (in thousands):

Fiscal Year Ended April 30,
----------------------------
1996     1997       1998
-------   ------   ---------

Tax at statutory rate ..........................  $(17)     $ 11     $1,714
State income taxes, net of federal benefit .....    (3)        2        266
Meals and entertainment disallowance ...........    11        18         23
Nondeductible goodwill .........................    20       134        114
Other, net (mainly imputed interest income
for tax purposes) .............................   133       287        268
----      ----     ------
$144      $452     $2,385
====      ====     ======

F-23

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. INCOME TAXES (Continued)

Deferred income taxes reflect the impact of temporary differences between
the amounts of assets and liabilities recognized for financial reporting
purposes and such amounts recognized for income tax purposes.

Deferred tax assets and liabilities consist of the following at April 30,
1997 and 1998 (in thousands):

April 30,
-----------------
1997       1998
-------   -------

Deferred tax assets--
Allowance for doubtful accounts .....................  $   177    $   449
Treatment of lease obligations ......................       65         64
Accrued expenses ....................................      344        490
Net operating loss carryforwards ....................      574        679
Alternative minimum tax credit carryforwards ........      306        494
Other tax carryforwards .............................      185        150
Amortization of intangibles .........................       35         --
Other ...............................................       91        206
-------    -------
Total deferred tax assets ........................    1,777      2,532
Deferred tax liabilities--
Accelerated depreciation of property
and equipment .......................................   (2,245)    (3,245)
Amortization of intangibles .........................       --       (543)
Other ...............................................     (588)    (2,111)
-------    -------
Total deferred tax liabilities ...................   (2,833)    (5,899)
-------    -------
Net deferred tax liability ......................  $(1,056)   $(3,367)
=======    =======

At April 30, 1998, the Company has net operating loss carryforwards and
other tax carryforwards for income tax purposes of approximately $1,698,000 and
$375,000, respectively, that expire principally through 2010. At April 30,
1998, the Company also has $494,000 of alternative minimum tax credit
carryforwards available indefinitely to reduce any future federal income taxes
payable.

9. EMPLOYEE BENEFIT PLANS

On May 1, 1996, the Company adopted the Casella Waste Systems, Inc. 401(k)
Plan and appointed the First National Bank of Boston as trustee of the plan.
The plan went into effect on July 1, 1996 and has a December 31 year end.
Pending board approval, the Company may contribute up to $500 per individual
per calendar year. Participants vest in employer contributions ratably over a
three-year period. Employer contributions for the years ended April 30, 1997
and 1998 amounted to $149,469 and $176,143, respectively.

In January 1998, the Company implemented its Employee Stock Purchase Plan.
Under this plan, qualified employees may purchase shares of Class A Common
Stock by payroll deduction at a 15% discount from the market price. 300,000
shares of Class A Common Stock have been reserved for this purpose. At April
30, 1998, no shares of Class A Common Stock have been issued under this plan.

F-24

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. RELATED PARTY TRANSACTIONS

(a)  Management Services Agreement

As part of the Series D Preferred Stock transaction described in Note
7(a), the Company entered into a Management Services Agreement with certain
shareholders of the Series A, Series B and Series C Preferred Stock. In
consideration for certain advisory services to the Company, as defined, a
management fee of approximately $22,300 per month was due. At the closing of
the November Offering, the agreement terminated and the total accrued
management fees paid to the shareholders was $495,221.

(b)  Services

During 1996, 1997 and 1998, the Company retained the services of a related
party, a company wholly owned by two of the Company's stockholders, as a
contractor in closing certain landfills owned by the Company. Total purchased
services charged to operations for each of the three years ended April 30,
1996, 1997 and 1998 were $1,291,435, $2,125,606 and $4,202,200, respectively,
of which $24,988 and $0 were outstanding and included in accounts payable at
April 30, 1997 and 1998, respectively. In 1997, the Company entered into
agreements with this company, totaling $4,065,000, to close the unlined
municipal landfill which is adjacent to the Subtitle D Clinton County landfill
and to close a portion of another of the Company's lined landfills. In 1998,
the Company entered into agreements with this company, totaling approximately
$3 million, to construct a portion of a landfill.

(c)  Leases and Land Purchase

The Company leases furniture and fixtures from a partnership in which two
of the Company's stockholders are the general partners. This operating lease
requires a monthly payment of $950 and expires in 1999.

On August 1, 1993, the Company entered into three leases for operating
facilities with the same partnership. During 1997, one of the leases was
terminated early for $191,869. The remaining leases are classified as capital
leases in the accompanying consolidated balance sheets. The leases call for
monthly payments ranging from $3,200 to $9,000 and expire in April 2003. Total
interest and amortization expense charged to operations for the years ended
April 30, 1996, 1997 and 1998 under these agreements was $252,000, $249,379 and
$244,500, respectively.

On November 8, 1996, the Company purchased a certain plot of land from the
same related party for $122,000.

(d)  Postclosure Landfill

The Company has agreed to pay the cost of postclosure on a landfill owned
by certain principal stockholders. The Company paid the cost of closing this
landfill in 1992, and the postclosure maintenance obligations are expected to
last until 2012. In each of the three years ended April 30, 1996, 1997 and
1998, the Company paid $14,502, $9,605 and $3,019, respectively, pursuant to
this agreement. As of April 30, 1998, the Company has accrued $104,772 for
costs associated with its postclosure obligations.

11. SUBSEQUENT EVENTS

During the period between May 1, 1998 and June 15, 1998 the Company
acquired 8 companies, all accounted for as purchases. The total value of the
assets acquired was approximately $10.2 million. The Company paid $9.6 million
in cash for the companies and assumed $600,000 in liabilities.

F-25

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Superior Disposal Companies:

We have audited the accompanying combined balance sheet of the companies
identified in Note 1 (the Companies) as of December 31, 1996, and the related
combined statements of operations, stockholder's equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Companies as of
December 31, 1996, and the results of their operations and their cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
May 23, 1997

F-26

THE SUPERIOR DISPOSAL COMPANIES

COMBINED BALANCE SHEET

December 31,
---------------
1996
---------------

ASSETS
Current assets:
Cash ..............................................................     $     9,254
Accounts receivable--trade, less allowance for doubtful
accounts of approximately $213,000                                       1,696,172
Prepaid expenses and other current assets .........................         207,011
-----------
Total current assets ...........................................       1,912,437
-----------
Property and equipment, at cost:
Land and improvements .............................................         275,871
Buildings and improvements ........................................       1,413,609
Furniture, fixtures and office equipment ..........................         212,838
Machinery and containers ..........................................       3,038,770
Vehicles ..........................................................       3,511,088
Equipment under capital leases ....................................         391,486
-----------
8,843,662
Less--accumulated depreciation and amortization ...................       3,619,523
-----------
5,224,139
-----------
Other assets:
Intangible assets, net ............................................       4,412,523
Miscellaneous deposits ............................................          53,700
-----------
4,466,223
-----------
$11,602,799
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term loans ..................................................     $ 1,200,000
Accounts payable ..................................................       1,072,378
Accrued liabilities ...............................................         321,950
Current maturities of long-term debt ..............................       1,748,264
Current maturities of capital lease obligations ...................          68,352
Income taxes payable ..............................................          30,341
Deferred revenue ..................................................         368,809
-----------
Total current liabilities ......................................       4,810,094
-----------
Long-term debt, less current maturities ............................       6,377,697
-----------
Capital lease obligations, less current maturities .................         193,070
-----------
Due to stockholder .................................................          52,000
-----------
Commitments and contingencies (Note 6)
Stockholder's equity:
Common stock--
Authorized--300 shares, no par value
Issued and outstanding--12 shares ................................           2,500
Additional paid-in capital ........................................         116,635
Retained earnings .................................................         330,218
Less--treasury stock, at cost .....................................        (279,415)
-----------
Total stockholder's equity .....................................         169,938
-----------
$11,602,799
===========

The accompanying notes are an integral part of these
combined financial statements.

F-27

THE SUPERIOR DISPOSAL COMPANIES

COMBINED STATEMENT OF OPERATIONS

Year Ended December 31,
------------------------
1996
------------------------

Revenues .........................................        $15,130,702
-----------
Costs and expenses:
Cost of services ................................         10,361,812
General and administrative ......................          2,429,623
Depreciation and amortization ...................          1,192,065
-----------
13,983,500
-----------
Operating income .................................          1,147,202
-----------
Other expenses:
Interest expense ................................            818,950
Loss on sale of equipment .......................             17,347
-----------
836,297
-----------
Income before provision for income taxes .........            310,905
Provision for income taxes .......................             32,724
-----------
Net income ......................................        $   278,181
===========

The accompanying notes are an integral part of these
combined financial statements.

F-28

THE SUPERIOR DISPOSAL COMPANIES

COMBINED STATEMENT OF STOCKHOLDER'S EQUITY

Additional                                     Total
Common       Paid-in       Retained       Treasury      Stockholder's
Stock       Capital       Earnings         Stock          Equity
--------   ------------   -------------  -------------   ------------

Balance, December 31, 1995 .........   $2,500      $116,635      $ 1,284,726     $(279,415)    $1,124,446
Net income ........................       --            --          278,181            --        278,181
Distributions to stockholder ......        -            --       (1,232,689)           --     (1,232,689)
------      --------      -----------     ---------     ----------
Balance, December 31, 1996 .........   $2,500      $116,635      $   330,218     $(279,415)    $  169,938
======      ========      ===========     =========     ==========

The accompanying notes are an integral part of these
combined financial statements.

F-29

THE SUPERIOR DISPOSAL COMPANIES

COMBINED STATEMENT OF CASH FLOWS

Year Ended December 31,
------------------------
1996
------------------------

Cash flows from operating activities:
Net income ...........................................................       $   278,181
-----------
Adjustments to reconcile net income to net cash provided by operating
activities--
Provision for bad debts, net of writeoffs ...........................          (195,280)
Depreciation and amortization .......................................         1,192,065
Loss on sale of equipment ...........................................            17,347
Deferred income tax .................................................            13,095
Changes in assets and liabilities, net of effects of acquisitions--
Accounts receivable ................................................           377,336
Other current assets ...............................................           (79,578)
Accounts payable ...................................................          (285,297)
Accrued and other liabilities ......................................           152,430
Income taxes payable ...............................................                --
Deferred revenue ...................................................           (42,459)
-----------
1,149,659
-----------
Net cash provided by operating activities ........................         1,427,840
-----------
Cash flows from investing activities:
Acquisitions, net of cash acquired ...................................          (460,000)
Additions to property and equipment ..................................        (1,110,656)
Proceeds from sale of property and equipment .........................            52,074
Increase in other assets .............................................           (33,261)
-----------
Net cash used in investing activities ............................        (1,551,843)
-----------
Cash flows from financing activities:
Due to stockholder ...................................................            52,000
Proceeds from short-term borrowings ..................................         1,200,000
Proceeds from long-term borrowings ...................................           930,000
Principal payments on long-term debt .................................        (1,520,418)
Principal payments on capital lease obligations ......................           (61,916)
Proceeds from issuance of common stock ...............................                --
Distributions to stockholder .........................................        (1,232,689)
-----------
Net cash used in financing activities ............................          (633,023)
-----------
Net decrease in cash ..................................................          (757,026)
Cash, beginning of year ...............................................           766,280
-----------
Cash, end of year ....................................................       $     9,254
===========
Supplemental disclosure of cash flow information:
Cash paid during the year for--
Interest ............................................................       $    827,059
============
Income taxes ........................................................       $     32,724
============
Supplemental disclosure of noncash investing and financing activities--
Summary of acquisitions--
Fair value of assets acquired .......................................       $    595,000
Cash paid ...........................................................           (460,000)
------------
Liabilities assumed and notes payable to sellers .................       $    135,000
============

The accompanying notes are an integral part of these
combined financial statements.

F-30

THE SUPERIOR DISPOSAL COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS

The Superior Disposal Companies (the Companies), represents the combined
accounts of Superior Disposal Service, Inc. (Superior) (a New York
corporation), Kerkim, Inc. (Kerkim) (a New York corporation) and Kensue, Inc.
(Kensue) (a Pennsylvania corporation). These companies are owned by the same
stockholder. Kensue's financial statements are the consolidation of Kensue and
its two subsidiaries: Claws Refuse, Inc. (Claws) (a Pennsylvania corporation)
and S.D.S. at PA, Inc. (SDS at PA) (a Pennsylvania corporation), which have a
March 31 fiscal year end.

These companies are engaged in non-hazardous waste collection, recycling,
transportation and transfer station businesses. The Companies service
residential, commercial and municipal customers in the states of New York and
Pennsylvania.

For the purpose of the combined financial statements, all material
intercompany balances and transactions have been eliminated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements reflect the application of certain
accounting policies as described in this note and elsewhere in the financial
statements and notes.

(a)  Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.

(b)  Revenue Recognition

The Company recognizes revenue as the related services are provided.
Certain customers are billed in advance and, accordingly, recognition of the
related revenues is deferred until the services are provided.

(c)  Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation
and amortization. The Company provides for depreciation and amortization using
the straight-line method by charges to operations in amounts that allocate the
cost of the assets over their estimated useful lives as follows:

Estimated
Useful Life
Asset Classification                                 ------------

Buildings and improvements .......................   28-40 years
Furniture, fixtures and office equipment .........     4-8 years
Vehicles .........................................    2-10 years
Machinery and containers .........................    7-10 years

The cost of maintenance and repairs is charged to operations as incurred.

(d)  Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, trade
receivables, trade payables and debt instruments. The book values of cash,
trade receivables and trade payables approximate their respective fair values.
The Company's debt instruments that are outstanding as of December 31, 1996

F-31

THE SUPERIOR DISPOSAL COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

have carrying values that approximate their respective fair values. See Note 5
for the terms and carrying values of the Company's various debt instruments.

(e) Intangible Assets

Goodwill is the cost in excess of fair value of identifiable assets of
acquired businesses and is amortized on the straight-line method over periods
not exceeding 40 years. Other intangible assets include covenants not to
compete and organization costs and are amortized on the straight-line method
over their estimated useful lives, typically no more than 15 and 5 years,
respectively. The Companies continually evaluate whether events and
circumstances have occurred subsequent to an acquisition that indicate the
remaining estimated useful life or carrying value of these intangible assets
may warrant revision. When factors indicate that these assets should be
evaluated for possible impairment, the Companies use an estimate of the related
business segment's undiscounted cash flows over the remaining life of the asset
in measuring recoverability.

Intangible assets at December 31, 1996 consist of the following:

December 31,
-----------
1996
----------

Goodwill .........................................   $4,393,480
Covenants not-to-compete .........................      539,167
Organization costs ...............................       27,225
----------
4,959,872
Less--accumulated amortization ...................      547,349
----------
$4,412,523
==========

(f) Income Taxes

Superior and Kerkim elected S corporation status under the Internal
Revenue Code. Therefore, the tax effect of each company's operations will be
reflected in the individual tax returns of the stockholder.

Kensue has elected C corporation status under the Internal Revenue Code
and files consolidated federal and state income tax returns. Kensue records
income taxes in accordance with Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred
income taxes are recognized based on the expected future tax consequences of
differences between the financial statement basis and the tax basis of assets
and liabilities, calculated using enacted tax rates in effect for the year in
which the differences are expected to be reflected in the tax return.

(g) Accounting Principles

Effective May 1, 1996, the Companies adopted SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed
Of. In accordance with SFAS No. 121, the Companies evaluate the recoverability
of its carrying value of the Companies' long-lived assets and certain
intangible assets based on estimated undiscounted cash flows to be generated
from each of such assets as compared to the original estimates used in
measuring the assets. To the extent impairment is identified, the Companies
reduce the carrying value of such impaired assets. The change did not have a
material impact on the Companies' financial statements.

F-32

THE SUPERIOR DISPOSAL COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

3. ACQUISITIONS OF NEW BUSINESSES
In January 1996, Claws acquired the assets of A.C. Hamm for a total
purchase price of $195,000. The fair value of fixed assets acquired and
covenants not-to-compete totaled $143,000 and $10,000, respectively.

In July 1996, Superior also acquired the assets of Gar-Kim, Inc. for a
total purchase price of $400,000. The fair value of fixed assets acquired and
covenants not-to-compete totaled $184,000 and $10,000, respectively.

The acquisitions have been accounted for by the purchase method of
accounting and, accordingly, the purchase prices have been allocated to the
assets acquired based on the estimated fair values at the date of acquisition.
The excess of purchase price over the estimated fair values of the net assets
acquired has been recorded as goodwill, which is being amortized over 40 years.

4. SHORT-TERM LOANS

The short-term loans bear interest at rates ranging from 8% to 9.125% per
annum and are secured by all assets of Superior and a certain loan by a
personal guarantee of the sole stockholder.

5. LONG-TERM DEBT

Long-term debt as of December 31, 1996 consists of the following:

December 31,
-------------
1996
-------------

Term loans and line of credit with banks .....................   $4,981,219
Notes payable in connection with businesses acquired .........    2,976,109
Other notes payable ..........................................      168,633
----------
8,125,961
Less--current portion ........................................    1,748,264
----------
$6,377,697
==========

The term loans and line of credit with banks bear interest at rates
ranging from 9% to 9.625% per annum and are secured by all assets of the
Companies, and certain loans by a personal guarantee of the sole stockholder.
The loans are due on dates ranging from January 1997 to September 2002 and are
payable in monthly installments ranging from $520 to $25,000.

Notes payable in connection with businesses acquired bear interest at
rates ranging from 7% to 10% and are secured by all the assets of the
Companies. The notes are due on dates ranging from January 1997 to December
2005, and are payable in monthly installments ranging from $1,000 to $12,215.

F-33

THE SUPERIOR DISPOSAL COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

5. LONG-TERM DEBT (Continued)

As of December 31, 1996, debt matures as follows (rounded to thousands):

Amount
----------

Fiscal Year Ended December 31,                      
1997 ................................................ $1,748,000
1998 ................................................  1,238,000
1999 ................................................  1,206,000
2000 ................................................  1,512,000
2001 ................................................    944,000
Thereafter ..........................................  1,478,000
----------
$8,126,000
==========

In January 1997, a substantial portion of the Companies' debt was paid off
by Casella Waste Systems in connection with the acquisition described in Note
9.

6. COMMITMENTS AND CONTINGENCIES

(a) Leases

The following is a schedule of future minimum lease payments, together
with the present value of the net minimum lease payments under capital leases,
as of December 31, 1996.

Operating Leases   Capital Leases
------------------ ---------------

Fiscal Year Ended December 31,
1997 .......................................................      $ 39,627          $ 91,296
1998 .......................................................        40,206            91,296
1999 .......................................................        39,416           104,404
2000 .......................................................        37,816            20,655
--------          --------
Total minimum lease payments .............................      $157,065           307,651
========
Amount representing interest ................................                          46,229
--------
261,422
Current maturities of capital lease obligations .............                          68,352
--------
Present value of long-term capital lease obligations .....                        $193,070
========

The Companies lease hauling vehicles under leases that qualify for
treatment as capital leases. The assets related to these leases have been
capitalized and are included in property and equipment.

The Companies lease operating facilities and equipment under operating
leases with monthly payments ranging from $170 to $2,900.

Total rent expense under operating leases charged to operations was
$33,600 during the year ended 1996.

(b) Litigation

In the normal course of conducting its operations, the Companies may
become involved in certain legal and administrative proceedings. Some of these
actions may result in fines, penalties or judgments against the Companies,
which may have an impact on earnings for a particular period. Management

F-34

THE SUPERIOR DISPOSAL COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

6. COMMITMENTS AND CONTINGENCIES (Continued)

expects that such matters in process at December 31, 1996 will not have a
material adverse effect on the Companies' financial position, including its
liquidity or its results of operations.

7. INCOME TAXES

The provision for income taxes for the year ended December 31, 1996
consists of the following:

December 31,
-------------
1996
-------------

Federal--                                         
Current ..............................................      $    --
Deferred .............................................       13,095
-------
13,095
State .................................................       19,629
-------
Total ..............................................      $32,724
=======

The provision for income taxes differs from the amounts determined by
applying the federal statutory rate of 40% to income before provision for
income taxes due mainly to the S corporation status of Superior and Kerkim and
state income taxes.

The components of the deferred tax asset at December 31, 1996 are as
follows:

December 31,
-------------
1996
-------------

Net operating loss carryforwards ...........................     $  41,187
Allowance for doubtful accounts ............................        39,783
Accelerated depreciation of property and equipment .........         8,000
Deferred revenue ...........................................       (11,482)
---------
77,488
Less--valuation allowance ..................................        77,488
---------
$      --
=========

In 1996, the Companies recorded a 100% valuation allowance against the
deferred tax asset, as realization of the asset is uncertain.

8. RELATED PARTY TRANSACTIONS

Superior leases its office and garage facility in Newfield, New York, from
its sole stockholder. Rental payments for the year ended December 31, 1996
totaled $64,000. The lease is on a month-to-month basis.

The sole stockholder is guarantor on several outstanding loans of the
Companies. In addition, one loan is collateralized by the personal residence of
the sole stockholder.

9. SUBSEQUENT EVENTS

On January 2, 1997, Casella Waste Systems, Inc. (CWS) acquired
substantially all of the assets of Superior Disposal Services, Inc., Claws
Refuse Inc. and S.D.S. at PA, Inc., accounted for as an asset purchase. On
January 23, 1997, CWS acquired substantially all of the assets of Kerkim, Inc.,
which it also accounted for as an asset purchase.

F-35

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Chairman and Members of the Board of Legislators of
Clinton County, New York:

We have audited the accompanying balance sheet of Clinton County, New
York--Solid Waste Department Enterprise Fund as of December 31, 1995, and the
related statements of operations, fund deficit and cash flows for the year then
ended. These financial statements are the responsibility of the County's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clinton County, New
York--Solid Waste Department Enterprise Fund as of December 31, 1995, and the
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
July 25, 1997

F-36

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

BALANCE SHEETS

December 31, 1995   June 30, 1996
------------------- --------------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents ..........................................    $  7,271,096      $  5,296,980
Accounts receivable--trade .........................................         415,547           591,185
State and federal aid receivable ...................................         946,418           840,603
Prepaid expenses ...................................................              --            67,011
------------      ------------
Total current assets ............................................       8,633,061         6,795,779
------------      ------------
Property, plant and equipment, at cost:
Land ...............................................................         223,861           235,561
Landfills ..........................................................       5,252,146         5,741,167
Land improvements ..................................................         698,830           698,830
Buildings ..........................................................       2,642,443         2,694,693
Machinery and equipment ............................................       3,994,023         3,998,733
------------      ------------
12,811,303        13,368,984
Less--accumulated depreciation and amortization ....................       1,928,116         2,142,468
------------      ------------
10,883,187        11,226,516
------------      ------------
$ 19,516,248      $ 18,022,295
============      ============
LIABILITIES AND FUND DEFICIT
Current liabilities:
Bond anticipation notes payable ....................................    $ 11,758,648      $ 11,361,098
Current maturities of long-term debt ...............................         322,800           326,000
Accounts payable ...................................................         717,755            75,193
Accrued liabilities ................................................         371,621           499,871
Accrued closure and postclosure costs, current portion .............         366,531           122,640
------------      ------------
Total current liabilities .......................................      13,537,355        12,384,802
------------      ------------
Long-term debt, less current maturities .............................       4,831,600         4,505,600
------------      ------------
Accrued closure and postclosure costs, less current portion .........       7,773,402         7,794,081
------------      ------------
Other long-term liabilities .........................................         127,926           118,961
------------      ------------
Fund deficit:
Contributed capital ................................................         909,790           909,790
Accumulated deficit ................................................      (7,663,825)       (7,690,939)
------------      ------------
Total fund deficit ..............................................      (6,754,035)       (6,781,149)
------------      ------------
$ 19,516,248      $ 18,022,295
============      ============

The accompanying notes are an integral part of these financial statements.

F-37

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

STATEMENTS OF OPERATIONS

Six Months
Year Ended          Ended
December 31, 1995   June 30, 1996
------------------- --------------
(Unaudited)

Service revenues .......................     $4,184,317        $1,539,321
State and federal aid ..................        871,004                --
----------        ----------
Net revenues .......................      5,055,321         1,539,321
----------        ----------
Operating expenses:
Cost from operations ..................      3,373,310         1,076,742
General and administrative ............        213,134            74,047
Depreciation and amortization .........        447,401           214,352
----------        ----------
4,033,845         1,365,141
----------        ----------
Income from operations .................      1,021,476           174,180
----------        ----------
Other (income) expenses:
Interest income .......................       (334,258)         (140,924)
Interest expense ......................        577,526           353,072
Loss on sale of equipment .............         16,855                --
Other income ..........................       (110,169)          (10,854)
----------        ----------
149,954           201,294
----------        ----------
Net income (loss) ..................     $  871,522        $  (27,114)
==========        ==========

The accompanying notes are an integral part of these financial statements.

F-38

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

STATEMENTS OF FUNDS DEFICIT

Contributed       Accumulated        Total Fund
Capital           Deficit            Deficit
-------------   ----------------   ----------------

Balance, December 31, 1994 .................      $909,790       $ (8,535,347)      $ (7,625,557)
Net income ..............................            --            871,522            871,522
--------       ------------       ------------
Balance, December 31, 1995 .................       909,790         (7,663,825)        (6,754,035)
Net loss (unaudited) ....................            --            (27,114)           (27,114)
--------       ------------       ------------
Balance, June 30, 1996 (unaudited) .........      $909,790       $ (7,690,939)      $ (6,781,149)
========       ============       ============

The accompanying notes are an integral part of these financial statements.

F-39

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

STATEMENTS OF CASH FLOWS

Six Months
Year Ended          Ended
December 31, 1995   June 30, 1996
------------------- --------------
(Unaudited)

Cash flows from operating activities:
Net income (loss) ....................................................    $    871,522      $    (27,114)
------------      ------------
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities--
Depreciation and amortization .......................................         447,401           214,352
Loss on sale of equipment ...........................................          16,855                --
Changes in assets and liabilities--
Accounts receivable ................................................         157,083          (175,638)
State and federal aid receivable ...................................        (790,263)          105,815
Prepaid expenses ...................................................              --           (67,011)
Accounts payable ...................................................         428,814          (642,562)
Accrued closure and postclosure costs ..............................      (1,050,610)         (223,212)
Accrued liabilities ................................................         124,778           119,285
------------      ------------
(665,942)         (668,971)
------------      ------------
Net cash provided by (used in) operating activities ..............         205,580          (696,085)
------------      ------------
Cash flows from investing activities:
Additions to property and equipment ..................................      (6,030,603)         (557,681)
Proceeds from sale of equipment ......................................          67,366                --
------------      ------------
Net cash used in investing activities ............................      (5,963,237)         (557,681)
------------      ------------
Cash flows from financing activities:
Proceeds from issuance of bond anticipation notes ....................       6,690,000                --
Principal payments on bond anticipation notes ........................        (402,320)         (397,550)
Principal payments on long-term debt .................................        (292,800)         (322,800)
------------      ------------
Net cash provided by (used in) financing activities ..............       5,994,880          (720,350)
------------      ------------
Net increase (decrease) in cash and cash equivalents ..................         237,223        (1,974,116)
Cash and cash equivalents, beginning of period ........................       7,033,873         7,271,096
------------      ------------
Cash and cash equivalents, end of period ..............................    $  7,271,096      $  5,296,980
============      ============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest ...............................    $    531,983      $    191,412
============      ============

The accompanying notes are an integral part of these financial statements.

F-40

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

NOTES TO FINANCIAL STATEMENTS
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

1. OPERATIONS

The Clinton County, New York--Solid Waste Department Enterprise Fund (the
Fund) is engaged in nonhazardous waste collection, recycling, transportation
and transfer station and landfill disposal facility businesses. The Fund
services residential, commercial and municipal customers throughout Clinton
County, New York (the County).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue Recognition

The Fund recognizes collection and recycling services revenues as the
services are provided. State aid consists of funds granted by the State of New
York to the Fund to subsidize costs associated with the closure of the County's
landfills.

(b) Cash and Cash Equivalents

The Fund considers all highly liquid investments purchased with maturities
of three months or less to be cash equivalents.

(c) Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated
depreciation. The Fund provides for depreciation using the straight-line method
by charges to operations in amounts that allocate the cost of the assets over
their estimated useful lives as follows:

Estimated
Asset Classification                              Useful Life
--------------------                              ------------

Buildings ...........................................     30 years
Machinery and equipment .............................   5-20 years
Land improvements ...................................   6-15 years

Depreciation expense for the year ended December 31, 1995 and the six
months ended June 30, 1996 was $447,401 and $214,352, respectively. The cost of
maintenance and repairs is charged to operations as incurred.

Capitalized landfill costs include expenditures for land and related
airspace, permitting costs and preparation costs. Landfill permitting and
preparation costs represent only direct costs related to these activities
including legal, engineering and construction. Management routinely reviews its
investment in operating landfills, transfer stations and other significant
facilities to determine whether the costs of these investments are realizable.

Landfill permitting and acquisition costs, excluding the estimated
residual value of land, are typically amortized as permitted airspace of the
landfill is consumed. For many of the Fund's landfills, preparation costs,
which include the costs of construction associated with excavation, liners and
the installation of leak detection and leachate collection systems, are also
typically amortized as total permitted airspace of the landfill is consumed. In
determining the amortization rate for these landfills, preparation costs
include the total estimated costs to complete construction of the landfills'
permitted capacity.

(d) Accrued Closure and Postclosure Costs

New York state laws and regulations require the Fund to place a final
cover on all sites when it stops accepting waste and to perform certain
maintenance and monitoring functions at the sites for thirty years after
closure. Although closure and postclosure care costs will be paid only near or
after the date the landfills stop accepting waste, the Fund reports a portion
of these closure and postclosure care costs as

F-41

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

NOTES TO FINANCIAL STATEMENTS--(Continued)
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

an operating expense in each period based on landfill capacity used as of each
balance sheet date. The $8,139,933 and $7,916,721 reported as accrued closure
and postclosure care liability at December 31, 1995 and June 30, 1996,
respectively, represents the cumulative amount recorded to date, less amounts
previously paid, based on the estimated capacity used. As of June 30, 1996, 97
percent of the capacity at the Schuyler Falls landfill and 100 percent at the
AuSable and Mooers landfill site had been used. The Fund will recognize the
remaining estimated cost of closure and postclosure care of $138,267 as the
remaining estimated capacity is filled. These amounts are based on what it
would cost to perform all closure and postclosure care in 1996. Actual cost may
be higher due to inflation, changes in technology or changes in regulations.

The County plans to finance the landfill closures through the issuance of
County bonds and debt service expected to be paid primarily through user fees
charged at the landfills and future lease payments from privatization of the
landfills' management and operations (see Note 5).

(e) General and Administrative Expenses

Included in general and administrative expenses are allocations of general
County expenses in the amounts of $180,000 and $67,000 for the year ended
December 31, 1995 and the six months ended June 30, 1996, respectively.

(f) Income Taxes

The Fund is a department of Clinton County, New York, a municipal
corporation, and is therefore exempt from state and federal income taxes.

(g) Fair Value of Financial Instruments

The Fund's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables and debt instruments. The book
values of cash and cash equivalents, trade receivables and trade payables
approximate their respective fair values. The Fund's debt instruments that are
outstanding as of December 31, 1995 and June 30, 1996 have carrying values that
approximate their respective fair values. See Note 3 for the terms and carrying
values of the Fund's various debt instruments.

(h) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.

(i) Impairment of Long-Lived Assets

Effective January 1, 1996, the Fund adopted Statement of Financial
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of. This statement
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The statement also requires that certain long-lived assets and
identifiable intangibles to be disposed of be reported at the lower of the
carrying amount or fair value less cost to sell. The adoption of this statement
did not impact the Fund's financial statements.

F-42

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

NOTES TO FINANCIAL STATEMENTS--(Continued)
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

3. LONG-TERM DEBT

Long-term debt as of December 31, 1995 and June 30, 1996 consisted of the
following:

December 31,       June 30,
1995             1996
--------------   --------------
(unaudited)

Bond anticipation notes payable .........   $11,758,648      $11,361,098
Serial bond payable .....................     5,154,400        4,831,600
-----------      -----------
16,913,048       16,192,698
Less--current portion ...................    12,081,448       11,687,098
-----------      -----------
$ 4,831,600      $ 4,505,600
===========      ===========

Bond anticipation notes must be renewed annually. As of December 31, 1995,
the Fund had eight notes outstanding with principal amounts ranging from
$23,000 to $6.4 million. These notes bear interest at rates ranging from 3.85
percent to 4.59 percent.

As of June 30, 1996, the Fund had six notes outstanding with principal
amounts ranging from $75,000 to $6.4 million. These notes bear interest at
rates ranging from 3.62 percent to 4.00 percent.

The Serial Bonds were issued in 1994 in the amount of $5.4 million. As of
December 31, 1995 and June 30, 1996, approximately $5.1 million and $4.8
million, respectively, remains outstanding bearing interest at rates ranging
from 5.1 percent to 5.7 percent. These notes are due to mature in 2012.

As of June 30, 1996, debt matures as follows:

Amount
--------------
(unaudited)

Fiscal Year Ended June 30,
1997 ............................................   $11,687,098
1998 ............................................       326,000
1999 ............................................       354,000
2000 ............................................       357,200
2001 ............................................       384,200
Thereafter ......................................     3,084,200
-----------
$16,192,698
===========

4. RETIREMENT BENEFITS

The Fund participates in the New York State and Local Employees'
Retirement System and the Public Employees' Group Life Insurance Plan. These
are cost sharing multiple-employer retirement plans. These plans provide
retirement benefits as well as death and disability benefits. The Fund is
required to contribute at an actuarially determined rate. The contributions
made for the year ended December 31, 1995 and the six months ended June 30,
1996 were $17,304 and $7,334, respectively, and were equal to 100% of the
required contributions.

In addition to providing pension benefits, the Fund provides health
insurance benefits, in accordance with its Civil Service Employees Association,
Inc. contract, to retired employees and their spouses. These benefits are
funded and accounted for by the Fund as paid, which is not materially different
from the accrual method required by SFAS No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions. The total cost of providing these
benefits during the year ended December 31, 1995 and the six months ended June
30, 1996 was not material.

F-43

CLINTON COUNTY, NEW YORK--
SOLID WASTE DEPARTMENT ENTERPRISE FUND

NOTES TO FINANCIAL STATEMENTS--(Continued)
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

5. SUBSEQUENT EVENT

On July 10, 1996, the Fund entered into a 25-year operation, management
and lease agreement with Casella Waste Systems, Inc. (Casella). Under this
agreement, Casella will lease all of the Fund's non-hazardous solid waste
system facilities, which includes the fully permitted Subtitle D lined
landfill, one transfer station, one recycling facility, 11 convenience stations
and all of the equipment associated with these facilities. As part of this
agreement, Casella will pay the Fund the total sum of $10,501,284 payable in 28
equal quarterly installments, commencing with the closing date. In addition, in
accordance with the agreement, Casella will be responsible for, and pay for,
the capping and closing of the Fund's Schuyler Falls, New York, unlined
landfill in 1997. The Fund will be responsible for postclosure care of the
unlined landfill. The total cost of this landfill closure project is currently
estimated at $3,200,000.

F-44

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of:
H.C. Gobin, Inc.
Claremont, NH

We have audited the accompanying balance sheets of H.C. Gobin, Inc. (a
Delaware Corporation) as of December 31, 1996 and 1995, and the related
statement of income and retained earnings and cash flows for the years then
ended. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of H.C. Gobin, Inc. as of
December 31, 1996 and 1995 and the results of operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

/s/ Barrett & Dattilio, P.C.

Barrett & Dattilio, P.C.
Registration #440

September 26, 1997
Quechee, VT

F-45

H.C. GOBIN, INC.

BALANCE SHEETS

December 31,
---------------------------     June 30,
1995           1996           1997
------------   ------------   ------------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents ..............................   $   40,773     $   81,460     $  156,423
Accounts receivable--trade, less allowance for
doubtful accounts of approximately $5,000,
$45,000 and $10,000 ...................................      442,085        642,585        567,109
Accounts receivable--employee ..........................          360            800             --
Deferred income taxes ..................................           --         33,236             --
Inventory ..............................................       65,005         61,332         56,383
Prepaid expenses .......................................       62,245         47,500         51,322
Prepaid insurance ......................................       24,259         25,904         26,535
Note receivable--stockholder ...........................           --         24,535         24,535
Deposits ...............................................        5,000             --             --
----------     ----------     ----------
Total current assets ................................      639,727        917,352        882,307
----------     ----------     ----------
Property and equipment, at cost:
Rolling stock ..........................................      484,163      2,601,229      2,443,433
Buildings ..............................................           --        148,053        149,053
Leasehold improvements .................................       40,089         45,877         45,877
Machinery and equipment ................................      598,219      1,581,021      1,542,968
Assets under capital lease .............................    2,183,793         18,255         18,255
Construction in progress ...............................       20,559             --             --
----------     ----------     ----------
3,326,823      4,394,435      4,199,586
Less--accumulated depreciation .........................    1,299,097      1,521,185      1,587,185
----------     ----------     ----------
Property and equipment, net .........................    2,027,726      2,873,250      2,612,401
----------     ----------     ----------
Other assets:
Customer list, net of accumulated amortization .........       11,043        358,727        204,815
Goodwill, net of accumulated amortization ..............       40,985         48,762         46,920
Covenant, net of accumulated amortization ..............       11,528        119,025         10,273
Loan fees, net of accumulated amortization .............        2,700         63,648         61,160
Management systems .....................................       32,838         37,679         35,585
Deposits, net of current ...............................          600          6,150         15,850
----------     ----------     ----------
99,694        633,991        374,603
----------     ----------     ----------
$2,767,147     $4,424,593     $3,869,311
==========     ==========     ==========

See independent auditor's report and accompanying notes to financial statements.

F-46

H.C. GOBIN, INC.

BALANCE SHEETS
(Continued)

December 31,
-----------------------------      June 30,
1995            1996            1997
-------------   -------------   --------------
(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit ..........................................    $   65,000      $  249,952       $  215,417
Current maturities of long-term debt, capital lease
obligations and due to stockholders ....................       365,249         328,196          328,196
Accounts payable ........................................       272,850         860,544        1,099,260
Accrued payroll and related expenses ....................        16,059          54,788           25,300
State income tax payable ................................         1,410           1,903            3,587
Deferred revenue ........................................         6,174          31,739           36,829
401K pension plan .......................................           476             678              400
Accrued interest ........................................         3,861          23,539           20,687
Deferred income taxes ...................................        12,188              --               --
Other accrued expenses ..................................            --           1,392               --
----------      ----------       ----------
Total current liabilities ............................       743,267       1,552,731        1,729,676
----------      ----------       ----------
Long-term debt, less current maturities ....................       437,864       2,267,469        2,093,227
----------      ----------       ----------
Capital lease obligations, less current maturities .........       461,820          10,737            6,767
----------      ----------       ----------
Deferred income taxes ......................................            --              --           31,138
----------      ----------       ----------
Due to stockholders, less current maturities ...............         7,388           5,395            2,766
----------      ----------       ----------
Stockholders' equity:
Common stock, no par value
Authorized--3,000 shares
Issued and outstanding--240 shares .....................       124,800         124,800          124,800
Additional paid-in capital ..............................        50,422          50,422           50,422
Treasury stock--cost ....................................      (377,585)       (377,585)        (377,585)
Retained earnings .......................................     1,319,171         790,624          208,100
----------      ----------       ----------
Total stockholders' equity ...........................     1,116,808         588,261            5,737
----------      ----------       ----------
$2,767,147      $4,424,593       $3,869,311
==========      ==========       ==========

See independent auditor's report and accompanying notes to financial statements.

F-47

H.C. GOBIN, INC.

STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS

Fiscal Year Ended       Six Months Ended
December 31,              June 30,
--------------------------- -----------------
1995          1996            1997
------------- ------------- -----------------
(Unaudited)

Net revenues .....................................  $3,676,850    $4,871,867      $2,567,416
----------    ----------      ----------
Operating expenses:
Cost from operations ..........................   2,528,881     3,808,637       2,070,017
General and administrative ....................     517,811       860,264         473,338
Depreciation and amortization .................     245,993       393,652         203,917
----------    ----------      ----------
3,292,685     5,062,553       2,747,272
----------    ----------      ----------
Income from operations ...........................     384,165      (190,686)       (179,856)
----------    ----------      ----------
Other (income) expenses:
Interest income ...............................      (4,403)       (6,873)             --
Interest expense ..............................     172,000       250,521         138,797
Sale of assets ................................     (20,397)       17,990         157,935
Loss on investment ............................          --            --          29,451
Penalty on capital lease conversion ...........          --       118,330              --
----------    ----------      ----------
147,200       379,968         326,183
----------    ----------      ----------
Income before provision for income taxes .........     236,965      (570,654)       (506,039)
Provision for income taxes .......................       9,523       (42,107)         76,485
----------    ----------      ----------
Net income (loss) ..........................  $  227,442    $ (528,547)     $ (582,524)
==========    ==========      ==========
Retained earnings, beginning of year .............   1,091,729     1,319,171         790,624
----------    ----------      ----------
Retained earnings, end of period .................  $1,319,171    $  790,624      $  208,100
==========    ==========      ==========

See independent auditor's report and accompanying notes to financial statements.

F-48

H.C. GOBIN, INC.

STATEMENTS OF CASH FLOWS

Fiscal Year Ended      Six Months Ended
December 31,            June 30,
------------------------   ----------------
1995         1996            1997
---------    -----------     ----------
(Unaudited)

Cash flows from operating activities:
Net income (loss) .....................................  $ 227,442    $  (528,547)    $(582,524)
---------    -----------     ---------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities--
Depreciation and amortization ........................    245,993        393,652       203,917
(Gain) loss on sale of equipment .....................    (20,397)        17,990       157,935
Provision (benefit) for deferred income taxes ........      6,413        (45,424)       74,878
Changes in assets and liabilities--
Accounts receivable ..................................   (128,923)      (200,940)       76,276
Notes receivable .....................................     13,829        (24,535)           --

Prepaid expenses .....................................    (10,180)        18,100        (4,453)
Inventories ..........................................     (7,521)         3,673         4,949
Other current assets .................................    (16,939)      (611,148)       (9,699)
Accounts payable .....................................     77,038        587,694       197,135
Accrued expenses and other liabilities ...............     13,245         86,059         3,842
---------    -----------     ---------
172,558        225,321       704,780
---------    -----------     ---------
Net cash provided by (used in) operating
activities ........................................    400,000       (303,426)      122,256
---------    -----------     ---------
Cash flows from investing activities:
Additions to property and equipment ...................   (698,197)    (1,190,187)      (17,832)
Proceeds from sale of equipment .......................      7,275         14,845       185,918
---------    -----------     ---------
Net cash provided by (used in) investing
activities ........................................   (690,922)    (1,175,342)      168,086
---------    -----------     ---------
Cash flows from financing activities:
Proceeds from issuance debt ...........................    962,899      2,429,483            --
Principal payment on line of credit ...................         --        184,952       (34,535)
Principal payments on long-term debt ..................   (304,680)    (1,094,980)     (180,844)
Purchase of treasury stock ............................   (377,585)            --            --
---------    -----------     ---------
Net cash provided by (used in) financing
activities ........................................    280,634      1,519,455      (215,379)
---------    -----------     ---------
Net increase (decrease) in cash and cash equivalents .....    (10,288)        40,687        74,963
Cash and cash equivalents, beginning of period ...........     51,061         40,773        81,460
---------    -----------     ---------
Cash and cash equivalents, end of period .................  $  40,773    $    81,460     $ 156,423
=========    ===========     =========
Supplemental disclosures of cash flow information:
Cash paid during the year for--
Interest .............................................  $ 168,139    $   230,843     $ 135,167
=========    ===========     =========
Income taxes .........................................  $   1,935    $     2,824     $      --
=========    ===========     =========

Cash and Cash Equivalents--For purposes of the Statements of Cash Flows, the
Company considers all investment instruments purchased with a maturity of three
months or less to be cash equivalents.

See independent auditor's report and accompanying notes to financial statements.

F-49

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)

1. Summary of Significant Accounting Policies

Operations--H.C. Gobin, Inc. (the Company) was incorporated in 1982 in the
State of Delaware and operates from five locations within New Hampshire. The
Company provides waste services to municipal, industrial and commercial
customers.

Basis of Accounting--The Company uses the accrual basis of accounting for
financial statement purposes and the income tax basis of accounting for tax
purposes.

Depreciation--The Company follows the policy of charging to costs and
expenses annual amounts of depreciation which allocate the cost of the
property, plant and equipment over their estimated useful lives. The Company
employs the straight-line method for determining the annual charge for
depreciation. The ranges of estimated useful lives are:

Years
--------

Vehicles ........................................................     5-10
Trailers ........................................................     3-10
Office Equipment ................................................     3-10
Leasehold Improvements ..........................................    10-40

Income Taxes--No provision for federal income taxes has been made since
under an election previously filed with the Internal Revenue Service, the
Company's income or loss is reported on the tax return of the stockholders.

For state income tax purposes effective December 1, 1994, the Company
changed from the deferred method of accounting for income taxes to an asset and
liability method in accordance with Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes."

Under the asset and liability method, deferred tax assets and liabilities
are determined based on the differences between the financial statement and tax
basis of assets and liabilities and are measured using enacted tax rates.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

Provision for state income taxes as of December 31, 1995 and 1996 and June
30, 1997 are as follows:

December 31,
----------------------
1995         1996      June 30, 1997
---------    ---------    -------------
(Unaudited)

Current ................................   $3,110      $   3,317       $ 1,607
Deferred ...............................    6,413        (45,424)       74,878
------      ---------       -------
Provision (Benefit) for income taxes ...   $9,523      $ (42,107)      $76,485
======      =========       =======

F-50

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

1. Summary of Significant Accounting Policies (Continued)

Net deferred tax liabilities in the accompanying balance sheets include
the following components:

December 31,    
---------------------     June 30,
1995        1996          1997
--------    ---------    ----------
(Unaudited)

Deferred tax liabilities arising from:
Temporary differences--principally
Cash to accrual adjustment ...............   $(70,937)    $(33,236)   $115,564
Capital leases ...........................     83,125           --          --
Deferred tax assets arising from:
Net operating loss carryforward ...........         --           --     (84,426)
--------     --------    --------
Net deferred tax liability (asset) .........   $ 12,188     $(33,236)   $ 31,138
========     ========    ========

Taxes paid to the State of Vermont were $150, $150 and $0 during the years
ended December 31, 1995 and 1996 and the six months ended June 30, 1997,
respectively. New Hampshire taxes were $1,935, $3,167 and $(77) during the
years ended December 31, 1995 and 1996 and the six months ended June 30, 1997,
respectively. State of New York taxes were $0 during the years ended December
31, 1995 and 1996 and the six months ended June 30, 1997.

Amortization--The Company is currently amortizing the following intangible
costs over various years using the straight line method.

Items                                                    Years
-----                                                    ------

Loan Fees ........................................................     15
Customer List ....................................................     15
Organizational cost ..............................................      5
Covenant Not to Compete ..........................................     15
Goodwill .........................................................     15

The amortization expense was $4,874, $76,851 and $834,496 for the years
ended December 31, 1995 and 1996 and the six months ended June 30, 1997,
respectively.

Inventories--Inventories consist of service parts. Inventory is stated at
the lower of cost or market on the first-in, first-out, (FIFO) basis.

Allowance for Doubtful Accounts--Allowance for doubtful accounts of
$5,150, $45,000 and $10,000 for the years ended December 31, 1995 and 1996 and
the six months ended June 30, 1997, respectively, have been offset against
accounts receivable for financial statement purposes.

F-51

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

2. Long-Term Debt and Due to Stockholders

Long-term debt and due to stockholders at December 31, 1995 and 1996 and
June 30, 1997, consisted of the following:

December 31,        
-------------------------     June 30,
1995          1996           1997
----------   ------------   ------------
(Unaudited)

Non-interest bearing demand note due individuals,
unsecured. Payable September, 1996. ...............   $ 37,500     $       --     $       --
10.5% note to First NH Bank. Secured by assets of
the Company. Monthly payments of $1,927,
principal and interest. Due March, 1999. ..........     61,684             --             --
13% note due shareholder. Secured by vehicle.
Monthly payments of $505, principal and interest.
Due 1998. .........................................     12,150          7,389          4,766
11.4% note due individual. Secured by assets of the
Company. Monthly payments of $4,000, principal
and interest. Due 2012 ............................    353,995        346,021        341,821
Variable note at 1.5% over prime to First NH Bank
secured by assets of the Company. Monthly
payments of $1,600, principal and interest. Due
1997. .............................................     32,394             --             --
Non-interest bearing note due individual. Unsecured.
Monthly payments of $1,000, principal only. Due
1999. .............................................     36,000         31,000         25,000
9.2% note due to First Essex Bank. Secured by
assets of the Company and shareholder. Monthly
payments of $32,708, principal and interest. Due
February, 2003. ...................................         --      1,838,743      1,737,194
9.25% note due to First Essex Bank. Secured by
assets purchased. Monthly payments of $5,925,
principal and interest. Due April, 2001. ..........         --        252,479        205,434
Note due Ford Motor Credit. Secured by asset
purchased. Monthly payments of $298, principal
and interest. Due January, 1999. ..................         --         12,213         11,372
8.99% note due to First Essex Bank. Secured by
assets purchased. Monthly payments of $2,435,
principal and interest. Due June, 2001. ...........         --        109,213         94,603
--------     ----------     ----------
533,723      2,597,058      2,420,190
Less Current Portion ...............................     88,471        324,194        324,197
--------     ----------     ----------
$445,252     $2,272,864     $2,095,993
========     ==========     ==========

The notes payable were extinguished as part of the acquisition of H.C.
Gobin, Inc. by Casella Waste Systems, Inc. See Note 16. No long-term debt
maturity has been presented.

F-52

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

3. Related Party Transactions

The Company has entered into a lease arrangement for office space and
equipment with a related party. The lease is on a month to month basis
cancelable by either party. Present monthly rent has been set at $1,300. During
the years ended December 31, 1995 and 1996 and the six months ended June 30,
1997, the Company paid the lessor $15,600, $15,600 and $7,800, respectively.

4. Line of Credit

At December 31, 1995 the Company had a line of credit from First NH Bank
with a maximum borrowing limit of $100,000. Borrowings on this line of credit
were $65,000 on December 31, 1995. This line was guaranteed by various assets
of the Company and personally by the majority stockholder.

In February, 1996, the First NH Bank line of credit was repaid and closed.
It was replaced with a line of credit at the First Essex Bank with a maximum
borrowing limit of $250,000. Borrowings on this line were $249,952 and $215,417
at December 31, 1996 and June 30, 1997, respectively. This line is guaranteed
by various assets of the Company and personally by the majority stockholder.
The note matures in April, 2001.

The line of credit was extinguished as part of the acquisition of H.C.
Gobin, Inc. by Casella Waste Systems, Inc. See note 16. No future minimum
payments have been presented.

5. Notes Receivable

Notes receivable at December 31, 1995 and 1996 and June 30, 1997,
consisted of the following:

December 31,        
-------------------------     June 30,
1995         1996          1997
-----------   ----------   ------------
(Unaudited)

Unsecured note from shareholders. No stated interest or
repayment terms. .....................................    $     --      $24,535        $24,535
--------      -------        -------
Less Current Portion ..................................          --       24,535         24,535
--------      -------        -------
$     --      $    --        $    --
========      =======        =======

6. Performance Bonding

The Company has been approved by Frontier Insurance Company for
performance bonding coverage not to exceed $3.5 million including bid bonds at
an annual usage rate of 1.65% of any portion of the coverage used. The Company
had drawn down on the available coverage in the amount of $430,290 as of
December 31, 1995 to secure various projects. During 1996 the Company did not
have a pre-approved limit for performance bonding coverage. As of June 30,
1997, the Company had drawn down on the available coverage in the amount of
$185,000 to secure various projects.

7. Stock Redemption

The Company's majority stockholders of record on December 31, 1994 entered
into a stock redemption plan with the Company. The agreement was executed on
January 1, 1995.

The Company entered into a loan agreement with the stockholders redeeming
their stock under the following terms:

Principal loan amount ..................................... $363,415
Interest rate .............................................    11.4%
Term of loan .............................................. 207 payments

F-53

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

7. Stock Redemption (Continued)

The loan is secured by various equipment of the Company. See the long-term
debt footnote for additional details.

8. Business Development

The Company is currently involved in various business development projects
within New Hampshire and Vermont. These projects are in the research and
development stages. Expenses related to these development projects are included
as current year expenses within the income statement line items. Costs incurred
during the years ended December 31, 1995 and 1996 and the six months ended June
30, 1997 were approximately $14,000, $13,000 and $1,000, respectively.

9. Prepaid Expenses

The Company has elected to prepay various expenses in order to more
effectively manage its operating affairs. Prepaid items as of December 31, 1995
and 1996 and June 30, 1997 are as follows:

December 31,      
----------------------      June 30,
1995        1996          1997
---------   ----------   ------------
(Unaudited)

Licenses .......................   $ 8,230      $12,132        $19,995
Insurance ......................    24,259       30,079         26,535
Legal fees .....................    15,753           --             --
Other ..........................        --        2,087          7,330
-------      -------        -------
$48,242      $44,298        $53,860
=======      =======        =======

10. Contract Costs

The Company incurs various costs related to preparation and implementation
of long-term contracts. Management has elected to amortize these initial costs
over the term of the contract. As of December 31, 1995 and 1996 and June 30,
1997, prepaid contract costs were $38,262, $29,106 and $23,997 respectively.
These costs relate to contracts entered into in 1995, 1996, 1997 and future
years.

11. Business Acquisition

During March of 1996 the Company acquired a commercial hauling business.
The acquisition price was $1,270,665 subject to adjustment based on a formula
outlined in the purchase and sales agreement. The acquisition was financed
through First Essex Bank, with various credit facilities which included
retirement of First NH Bank debt, and capital lease obligations.

12. Obligations Under Capital Leases

The Company is the lessee of vehicles and equipment under capital leases
expiring in various years through 2000. The assets and liabilities under
capital leases are recorded at the lower of the present values of the minimum
lease payments or the fair values of the assets. The assets are included in
property and equipment and are depreciated over their estimated useful lives.

F-54

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

12. Obligations Under Capital Leases (Continued)

As of June 30, 1997, minimum future lease payments under capital leases
are:

Year Ended June 30, (Unaudited)
- -------------------------------

1998 ..................................................   $ 3,970
1999 ..................................................     3,970
2000 ..................................................     2,826
-------
Total minimum lease payments .............................   $10,766
=======

The capital lease obligations as of December 31, 1996 were extinguished as
part of the acquisition of H.C. Gobin, Inc. by Casella Waste Systems, Inc. See
Note 16.

13. 401(k) Pension Plan

The Company has a 401(k) type pension and profit sharing plan for eligible
employees. Employees are eligible to participate in the plan if they have been
employed by the Company for one year. Generally, employees can defer up to 15%
of their salary into the plan, not to exceed $9,500. The employer can make a
discretionary contribution for the employees based on profit.

14. Contingent Liabilities

The Company was contingently liable on two (2) employment contracts as of
December 31, 1996:

1) Liable to an employee for severance pay of $7,500 upon employee
voluntary termination at any time prior to August 1, 2000. No amount has been
recorded in the financial statements.

2) Liable to an employee for severance pay equal to 15 weeks full
compensation including salary and medical/dental insurance. This liability is
approximately $24,596 and has been recorded as a liability in the financial
statements.

15. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

16. Subsequent Events

16A) During February 1997 the Company became in technical default of its
loan covenants with First Essex Bank. The default provisions were mitigated
upon the asset sale in August 1997 to Casella Waste Systems, Inc.

16B) During March 1997 the Company lost an investment of $29,451 due to
poor market conditions related to various option investments in Hampton-Rhodes,
LTD.

16C) On August 1, 1997, Casella Waste Systems, Inc., and subsidiaries
(CWS) acquired all of the assets of the Company. The purchase price of
approximately $4,880,000 consisted of $1,421,397 in cash, a $300,000
subordinated note to the seller and $3,158,603 in liabilities and closing costs
paid/assumed at closing.

F-55

H.C. GOBIN, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)--(Continued)

17. Retained Earnings--Restatement
The retained earnings of the Company have been restated as of January 1,
1995. The restatement is a result of a change in the accounting for capital
lease obligation related to deferred taxes.

Retained Earnings--12/31/94 (As previously reported) .........   $1,020,939
Correction of deferred tax Calculation--12/31/94 .............       70,790
----------
Retained Earnings--1/1/95 (Restated) .........................   $1,091,729
==========

18. Legal Matters

The Company was involved in several pending legal matters during the audit
period and subsequently through the date of the audit report.

18A) NH/VT Solid Waste Project v. H.C. Gobin, Inc.--The Company has
escrowed approximately $185,000 with the Clerk of the Superior Court for
Sullivan County, New Hampshire. According to the Company's legal council,
evaluation of the likelihood of an unfavorable outcome appears to be unlikely
to exceed the funds held on deposit.

18B) Paul Blann v. H.C. Gobin, Inc.--An employee of the Corporation
terminated in February 1997 has brought a claim for wrongful termination in
both Vermont and New Hampshire courts. The case in New Hampshire was concluded
with a judgement for the Company. The case in Vermont is pending. According to
the Company's legal counsel, in the unlikely event the Company were to lose, a
judgement between $25,000 and $100,000 could be anticipated.

18C) The Company has commenced an arbitration proceeding against Rose
Disposal Services, Inc. and Anco Leasing Corporation based on a claim of
indemnification pursuant to the Company's purchase of assets from those two
corporations in February 1996. Pursuant to that indemnification right, the
Company has set off indemnification payments against two promissory notes given
by it in that asset purchase transaction. The principals of Anco Leasing
Corporation and Rose Disposal Services, Inc. have threatened but have not
brought proceedings to collect amounts due under the promissory note.

F-56

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholders have agreed to sell to each of the
Underwriters named below, and each of such Underwriters for whom Goldman, Sachs
& Co., CIBC Oppenheimer Corp. and Donaldson, Lufkin & Jenrette Securities
Corporation are acting as representatives, has severally agreed to purchase
from the Company and the Selling Stockholders, the respective number of shares
of Class A Common Stock set forth opposite its name below:

Shares of Class A
Underwriter                                                       Common Stock
- -----------                                                     -----------------

Goldman, Sachs & Co. .....................................
CIBC Oppenheimer Corp. ...................................
Donaldson, Lufkin & Jenrette Securities Corporation ......
---------
Total ................................................      3,044,304
=========

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the shares of Class A
Common Stock offered hereby, if any are taken.

The Underwriters propose to offer the shares of Class A Common Stock in
part directly to the public at the public offering price set forth on the cover
page of this Prospectus and in part to certain securities dealers at such price
less a concession of $      per share. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $      per share to certain
other brokers and dealers. After the shares of Class A Common Stock are
released for sale to the public, the offering price and other selling terms may
from time to time be varied by the representatives.

In connection with the Offering, the Underwriters may purchase and sell
the Class A Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions in connection with the Offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing or retarding
a decline in the market price of the Class A Common Stock; and syndicate short
positions involve the sale by the Underwriters of a greater number of shares of
Class A Common Stock than they are required to purchase from the Company in the
Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the securities sold in the Offering for their account may be reclaimed by the
syndicate if such shares of Class A Common Stock are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Class A Common
Stock, which may be higher than the price that might otherwise prevail in the
open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected on the Nasdaq National Market, in the
over-the-counter market or otherwise.

The Company has granted the Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 456,645
additional shares of Class A Common Stock solely to cover over-allotments, if
any. If the Underwriters exercise their over-allotment option, the Underwriters
have severally agreed, subject to certain conditions, to purchase approximately
the same percentage thereof that the number of shares of Class A Common Stock to
be purchased by each of them bears to the 3,044,304 shares of Class A Common
Stock offered hereby.

The Company, its directors and executive officers and the Selling
Stockholders have agreed that, during the period beginning from the date of
this Prospectus and continuing to and including the date 90 days after the date
of this Prospectus, they will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option plans existing on the date of this Prospectus and other than to issue
shares upon the exercise of outstanding warrants) which are substantially
similar to the shares of Class A Common Stock or which are convertible or
exchangeable into securities which are substantially similar to the shares of
Class A Common Stock, without the prior written consent of the representatives
except for the Class A Common Stock offered in connection with this Offering.

U-1

The representatives of the Underwriters have informed the Company that
they do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed five percent of the total number of shares of
Class A Common Stock offered by them.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act.

Some of the shares held by Joseph M. Winters, Andrew B. Winters, Brigid
Winters, and Sean Winters, each of whom is a Selling Stockholder, have been
pledged to Goldman, Sachs & Co. to secure margin loans made by Goldman, Sachs &
Co. to such persons in the aggregate principal amount of approximately $4
million. Such loans are expected to be paid in full upon the closing of this
Offering.

In connection with this Offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualifying registered
market makers on Nasdaq, may engage in passive market making transactions in
the Common Stock of the Company on Nasdaq in accordance with Rule 10b-6A under
the Securities Exchange Act of 1934 during the two business day period before
commencement of offers or sales of the Common Stock offered hereby. The passive
market making transactions must comply with applicable volume and price limits
and be identified as such. In general, a passive market maker may display its
bid at a price not in excess of the highest independent bid for the security;
if all independent bids are lowered below the passive market maker's bid,
however, such bid must then be lowered when certain purchase limits are
exceeded.

U-2

[THIS PAGE INTENTIONALLY LEFT BLANK]

================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.

--------------------------------

TABLE OF CONTENTS

Page
-----

Prospectus Summary ...................................................   3
Risk Factors .........................................................   8
Use of Proceeds ......................................................  17
Dividend Policy ......................................................  17
Market Price of Class A Common Stock .................................  18
Capitalization .......................................................  19
Selected Consolidated Financial and                                  
Operating Data ....................................................  20
Unaudited Pro Forma Consolidated                                     
Statements of Operations ..........................................  22
Management's Discussion and Analysis                                 
of Financial Condition and Results                                
of Operations .....................................................  24
Business .............................................................  31
Management ...........................................................  48
Certain Transactions .................................................  57
Principal and Selling Stockholders ...................................  60
Description of Capital Stock .........................................  62
Legal Matters ........................................................  66
Experts ..............................................................  66
Available Information ................................................  66
Index to Financial Statements ........................................ F-1
Underwriting ......................................................... U-1

3,044,304 Shares

Casella Waste Systems, Inc.

Class A Common Stock
($0.01 par value)

--------------------------------

[LOGO] CASELLA WASTE SYSTEMS

--------------------------------

Goldman, Sachs & Co.

CIBC Oppenheimer

Donaldson, Lufkin & Jenrette
Securities Corporation

Representatives of the Underwriters

================================================================================

[ALTERNATE COVER PAGE FOR SHELF PROSPECTUS]

2,000,000 Shares

[LOGO] CASELLA WASTE SYSTEMS

Casella Waste Systems, Inc.
Class A Common Stock
(par value $0.01 per share)

---------------

The 2,000,000 shares of Class A Common Stock covered by this Prospectus
(the "Shares") may be issued by Casella Waste Systems, Inc. (the "Company")
from time to time in payment (or partial payment) of the purchase price for one
or more acquisitions of companies, business or assets complementary to the
Company's existing business. As of the date of this Prospectus, the Company has
not definitively identified any acquisition in which it may issue shares of
Class A Common Stock covered by this Prospectus. At such time as the Company
identifies a specific acquisition in which such shares will be issued, the
Company will amend or supplement this Prospectus and the Registration Statement
of which this Prospectus is a part to add information about the acquisition and
the company, business or assets being acquired if and to the extent required by
applicable rules and policies of the Securities and Exchange Commission (the
"Commission").

This Prospectus also relates to the offer for sale or other distribution
of the Shares by persons (the "Selling Stockholders") who will acquire such
shares in the acquisitions of such companies, businesses or assets. Such Shares
may be sold or distributed from time to time by or for the account of the
Selling Stockholders through underwriters or dealers, through brokers or other
agents, or directly to one or more purchasers, at market prices prevailing at
the time of sale or at prices otherwise negotiated. This Prospectus also may be
used, with the Company's prior consent, by donees of the Selling Stockholders,
or by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use. The Company will
receive no portion of the proceeds from the sale of the Shares offered hereby
and will bear certain expenses incident to their registration. See "Selling
Stockholders" and "Plan of Distribution".

It is expected that the terms of the acquisitions involving the issuance
of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or assets
to be merged with or acquired by the Company. No underwriting discounts or
commissions will be paid, although finder's fees may be paid from time to time
with respect to specific mergers or acquisitions. Any person receiving any such
fees may be deemed to be an underwriter within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").

Each share of Class A Common Stock entitles its holder to one vote,
whereas each share of Class B Common Stock entitles its holder to ten votes.
All of the shares of Class B Common Stock are held by John W. Casella, the
President, Chief Executive Officer and Chairman of the Board and Douglas R.
Casella, the Vice Chairman of the Board.

The Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "CWST". On June 24, 1998, the last reported sale price of the Class A
Common Stock on the Nasdaq National Market was $24.75 per share. See
"Market Price of Class A Common Stock". All expenses of this Offering will be
paid by the Company.

See "Risk Factors" beginning on page 8 for certain considerations relevant
to an investment in the Class A Common Stock.

---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

---------------

The date of this Prospectus is           , 1998.

[ALTERNATE PAGE FOR SHELF PROSPECTUS]

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of [insert closing date of
Offering], 1998, by (i) each person or entity known to the Company to
beneficially own more than five percent of the Company's Common Stock, (ii) each
director and Named Executive Officer of the Company and (iii) all current
directors and executive officers of the Company as a group.

Total
Common
Class A Common Stock         Class B Common Stock         Stock
--------------------------   --------------------------   -----------
Name of Beneficial                   Number      Percent of       Number      Percent of     Percent of
Owner(1)                           of Shares      Class (%)     of Shares      Class (%)     Total (%)
- -------------------------------   -----------   ------------   -----------   ------------   -----------

John W. Casella(2) ............      727,316       5.9%          494,100           50%       25.5%
Douglas R. Casella(3) .........      727,316       5.9%          494,100           50%       25.5%
James W. Bohlig(4) ............      470,000       3.7%               --           --         2.1%
Jerry S. Cifor(5) .............      168,332       1.4%               --           --          *
Gregory B. Peters(6) ..........      299,161       2.5%               --           --         1.4%
John F. Chapple III ...........      190,643       1.6%                                        *
Kenneth H. Mead(7) ............      522,127       4.3%               --           --         2.4%
Michael F. Cronin(8) ..........      775,370       6.4%               --           --         3.5%
Weston Presidio Capital II,
L.P.(9) ......................      775,370       6.4%               --           --         3.5%
Provident Investment
Counsel, Inc.(10) ............      534,700       4.4%               --           --         2.4%
Directors and executive
officers as a group
(8 people)(11) ...............    3,880,265      29.6%          988,200          100%       16.9%

- ------------
* Less than 1% of the outstanding Common Stock.

(1) Beneficial ownership is determined in accordance with rules of the
Commission, and includes generally voting power and/or investment power
with respect to securities. Shares of Common Stock subject to options
and/or warrants currently exercisable or exercisable within 60 days of
June 15, 1998 ("Currently Exercisable Options") are deemed outstanding for
computing the percentage beneficially owned by the person holding such
options but are not deemed outstanding for purposes of computing the
percentage beneficially owned by any other person. Except as indicated by
footnote, the Company believes that the persons named in this table, based
on information provided by such persons, have sole voting and investment
power with respect to the shares of Common Stock indicated.

(2) Includes 210,166 shares issuable pursuant to Currently Exercisable
Options. Also includes 4,800 shares of Class A Common Stock held in trust
for the benefit of Mr. Casella's minor children. Mr. Casella disclaims
beneficial ownership of such shares.

(3) Includes 210,166 shares issuable pursuant to Currently Exercisable
Options. Also includes 1,600 shares of Class A Common Stock held in trust
for the benefit of Mr. Casella's minor children. Mr.  Casella disclaims
beneficial ownership of such shares.

(4) Includes _______ shares issuable pursuant to Currently Exercisable Options.
Also includes 8,000 shares held in trust for the benefit of Mr. Bohlig's
minor children. Mr. Bohlig disclaims beneficial ownership of such shares.

(5) Includes _______ shares issuable pursuant to Currently Exercisable Options.

(6) Consists of shares held by North Atlantic Venture Fund, L.P., of which Mr.
Peters is a General Partner and The Vermont Venture Capital Fund, L.P., of
which Mr. Peters is the Managing General Partner. Mr. Peters disclaims
beneficial ownership of such shares except to the extent of his pecuniary
interest in such firms. The address of North Atlantic Venture Fund L.P. is
70 Center Street, Portland, ME 04140, and the address of The Vermont
Venture Capital Fund, L.P. is Corporate Plaza, Suite 600, 76 St. Paul
Street, Burlington, VT 05401.

(7) Mr. Mead's address is 1669 N.W. Loop, Ocala, FL 34475.

59

[ALTERNATE PAGE FOR SHELF PROSPECTUS]

(8) Consists of 775,370 shares held by Weston Presidio Capital II, L.P., of
which Mr. Cronin is a General Partner. Mr. Cronin disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest in
such firm. Mr. Cronin's address is c/o Weston Presidio Capital II, L.P.,
One Federal Street, Boston, MA 02110.

(9) The address of Weston Presidio Capital II, L.P. is One Federal Street,
Boston, MA 02110.

(10) Based on information filed by such stockholder with the Securities and
Exchange Commission on Schedule 13G for the year ended December 31, 1997.
The address of Provident Investment Counsel, Inc. is 300 North Lake
Avenue, Pasedena, CA 91101.

(11) Includes 964,664 shares issuable pursuant to Currently Exercisable
Options.

60

[ALTERNATE PAGE FOR SHELF PROSPECTUS]

SELLING STOCKHOLDERS

This Prospectus relates to an aggregate of 2,000,000 shares of Class A
Common Stock which may be offered for sale by the Company from time to time to
acquire one or more companies, businesses or assets in negotiated transactions
not involving any public offering. This Prospectus will be supplemented to
furnish the information necessary for the particular negotiated transaction and
the Registration Statement of which this Prospectus is a part will be amended,
where appropriate, to supply information concerning an acquisition. This
Prospectus also relates to the offer for sale or other distribution of Shares
by persons who will acquire such shares in connection with the acquisitions of
businesses. Such Selling Stockholders will be identified from time to time by
filing supplements to this Prospectus.

61

[ALTERNATE PAGE TO UNDERWRITING FOR SHELF PROSPECTUS]

PLAN OF DISTRIBUTION

Issuance of Shares by the Company

The Shares covered by this Prospectus may be issued by the Company from
time to time in payment of the purchase price for one or more acquisitions of
companies, businesses or assets complementary to the Company's existing
business. The Company expects that the terms of acquisitions in which the Shares
will be issued by the Company will be determined by negotiations between the
Company and the owners of the companies, businesses or assets to be acquired. It
is anticipated that the Shares issued in any such acquisition will be valued for
purposes of such acquisition at a price reasonably related to the market value
of the Class A Common Stock either at the time of the execution of the
definitive acquisition agreement or at the time of the consummation of the
acquisition.

As of the date of this Prospectus, the Company has not definitively
identified any acquisition in which it may issue Shares. At such time as the
Company identifies a specific acquisition in which Shares will be issued, the
Company will amend or supplement this Prospectus to add information about the
acquisition and the companies, businesses or assets being acquired if and to the
extent required by the applicable rules and policies of the Commission.

No underwriting discounts or commissions will be paid in connection with
any acquisition contemplated hereby, although finder's fees may be paid from
time to time with respect to specific mergers or acquisitions. Any persons
receiving such fees may be deemed to be an underwriter within the meaning of
the Securities Act.

Resale of Shares by Selling Stockholders

This Prospectus also relates to the offer for sale or other distribution of
Shares by the Selling Stockholders who will acquire such shares in the
acquisitions of such companies, businesses or assets. The Selling Stockholders
may sell or distribute some or all of the Shares from time to time through
underwriters or dealers or brokers or other agents or directly to one or more
purchasers in transactions on Nasdaq, in privately negotiated transactions, or
in the over-the-counter market, or in brokerage transactions, or in a
combination of such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Brokers, dealers, agents or underwriters
participating in such transactions as agent may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders (and, if
they act as agent for the purchaser of such shares, from such purchaser). Such
discounts, concessions or commissions as to a particular broker, dealer, agent
or underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use. To the extent required, the Company will file, during any
period in which offers or sales are being made, one or more supplements to this
Prospectus to set forth the names of Selling Stockholders and any other material
information with respect to the plan of distribution not previously disclosed.

The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities
Act. The Company can not presently estimate the amount of such compensation.

Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Class A Common Stock for the applicable
period under Rule 10b-6 prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-5, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the Shares by the Selling Stockholders. All of the foregoing may affect the
marketability of the Class A Common Stock.

U-1

[ALTERNATE PAGE TO UNDERWRITING FOR SHELF PROSPECTUS]

The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act, and the
Company may agree to indemnify the Selling Stockholders and any such
underwriters and controlling persons of such underwriters against certain
liabilities, including certain liabilities under the Securities Act.

If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time
to time in one or more transactions, including negotiated transactions, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. The names
of the underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may
be changed from time to time. Unless otherwise set forth in a supplement to
this Prospectus, the obligations of the underwriters to purchase the Shares
will be subject to certain conditions precedent and the underwriters will be
obligated to purchase all of the shares specified in such supplement if any
such Shares are purchased.

If the Shares are sold in an underwritten offering, the underwriters and
selling group members (if any) may engage in passive market making transactions
in the Class A Common Stock on Nasdaq immediately prior to the commencement of
the sale of shares in such offering, in accordance with Rule 10b-6A under the
Exchange Act. Passive market making presently consists of displaying bids on
Nasdaq limited by the bid prices of market makers not connected with such
offering and purchases by a passive market maker on each day are limited in
amount to 30% of the passive market maker's average daily trading volume in the
Class A Common Stock during the period of the two full consecutive calendar
months prior to the filing with the Commission of the Registration Statement of
which this Prospectus is a part and must be discontinued when such limit is
reached. Passive market making may stabilize the market price of the Class A
Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.

U-2

[ALTERNATE BACK COVER PAGE FOR SHELF PROSPECTUS]

================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.

--------------------------------
TABLE OF CONTENTS

Page
--------

Prospectus Summary ......................................      3
Risk Factors ............................................      8
Dividend Policy .........................................     17
Market Price of Class A Common Stock ....................     18
Selected Consolidated Financial and Operating Data ......     19
Unaudited Pro Forma Consolidated Statements
of Operations ........................................     21

Management's Discussion and Analysis of 
Financial Condition and Results of Operations .........     23
Business ................................................     30
Management ..............................................     47
Certain Transactions ....................................     56
Principal Stockholders ..................................     59
Selling Stockholders ....................................     61
Description of Capital Stock ............................     62
Legal Matters ...........................................     66
Experts .................................................     66
Available Information ...................................     66
Index to Financial Statements ...........................    F-1
Plan of Distribution ....................................    U-1

Casella Waste Systems, Inc.

Class A Common Stock
($0.01 par value)

--------------------------------

[LOGO] CASELLA WASTE SYSTEMS

--------------------------------

PROSPECTUS

JUNE   , 1998

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses, payable in connection
with the sale and distribution of the securities offered hereby, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee and the NASD filing
fee.

Nature of Fee or Expense                                           Amount
- ------------------------                                           -------

SEC registration fee .......................................  $ 40,262
NASD filing fee ............................................    14,148
Nasdaq National Market listing fee .........................    26,253
Accounting fees and expenses ...............................   100,000
Legal fees and expenses ....................................   100,000
Printing and engraving, and distribution expenses ..........   175,000
Miscellaneous ..............................................    44,337
--------
Total ......................................................  $500,000
========

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware Law ("Section 145") permits a Delaware
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

In the case of an action by or in the right of the corporation, Section
145 permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. No indemnification may be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.

To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in the preceding two paragraphs,
Section 145 requires that he be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

Section 145 provides that expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative, or
investigative action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit, or proceeding upon
receipt of an

II-1

undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in Section 145.

Article Sixth of the Company's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of the Company
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as directors, with certain exceptions, and Article Seventh requires
indemnification of directors and officers of the Company, and for advancement
of litigation expenses to the fullest extent permitted by Section 145.

Under Section 8(b) of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify the Company and each
Selling Stockholder against certain liabilities, including liabilities under
the Securities Act. Reference is made to the form of Underwriting Agreement
filed as Exhibit 1 hereto.

Item 15.  Recent Sales of Unregistered Securities

In the three years preceding the filing of this Registration Statement,
the Registrant has issued the following securities that were not registered
under the Securities Act:

In October 1994, the Registrant issued 450,000 shares of its Class A
Common Stock to National Waste Industries, Inc. as compensation for services
rendered in connection with certain landfill transactions. These shares were
offered and issued in reliance upon the exemption from registration set forth
in Section 4(2) under the Securities Act.

In April 1995, the Registrant issued warrants to Len Fosbrook and Bill
Fosbrook to purchase an aggregate of 100,000 shares of the Class A Common Stock
of the Registrant, in connection with the purchase by the Registrant of the
business of Springer Sanitation Services, Inc. The exercise price of the
warrants was $6.00 per share, and the warrants were valued for purposes of the
acquisition at $4.00 per share. These warrants were offered and issued in
reliance upon the exemption from registration set forth in Section 4(2) under
the Securities Act. In September 1997, Len Fosbrook exercised warrants to
purchase 25,000 shares of the Registrant's Class A Common Stock at an exercise
price of $6.00 per share. In September, 1997, the Registrant exercised its
right to call the remaining warrants to purchase 75,000 shares of Class A
Common Stock of the Registrant which remained unexercised as of such time at a
price of $7.00 per share.

In December 1995, the Registrant issued 1,922,169 shares of its Series D
Convertible Preferred Stock to a group of investors consisting of Norwest
Equity Partners V, Weston Presidio Capital II, L.P., BCI Growth III, L.P., FSC
Corp., Thomas S. Shattan and Prudential Securities Group, Inc., at a price of
$7.00 per share. These shares were offered and issued in reliance upon the
exemption from registration set forth in Section 4(2) under the Securities Act.
In connection with this transaction, the Registrant also issued a warrant to
Prudential Securities Incorporated, which served as placement agent in
connection with such transaction, to purchase 96,108 shares of the Registrant's
Class A Common Stock at an exercise price of $7.00 per share. These warrants
were offered and issued in reliance upon the exemption from registration set
forth in Section 4(2) under the Securities Act. In connection with the sale of
the Series D Convertible Preferred Stock, the holders of the Registrant's
$1,500,000 Senior Notes due July 31, 1998 exchanged such notes for 616,620
shares of Series A Redeemable Preferred Stock, having a redemption value of
$1.50 per share (of which, 100,000 shares of Series A Redeemable Preferred
Stock were immediately repurchased by the Registrant) and the holders of the
Registrant's $5,200,000 Senior Notes due July 31, 1998 exchanged such notes for
1,402,461 shares of Series B Redeemable Preferred Stock, having a redemption
value of $2.00 per share (of which, 107,882 shares of Series B Redeemable
Preferred Stock were immediately repurchased by the Registrant). These
transactions were effected in reliance upon the exemption from registration set
forth in Section 4(2) under the Securities Act.

In connection with the acquisition of the Sawyer Companies in January
1996, the Registrant issued to W. Tom Sawyer a warrant to purchase 40,000
shares of Class A Common Stock at an exercise price of $7.00 per share. The
warrants were not attributed any value by the Company. These warrants were
offered and issued in reliance upon the exemption from registration set forth
in Section 4(2) under the Securities Act.

II-2

In January 1996, the Registrant issued warrants to Robert McNeil and Susan
Olivieri to purchase an aggregate of 100,000 shares of the Class A Common Stock
of the Registrant, in connection with the purchase by the Registrant of the
business of Northeast Waste Services, Ltd. The exercise price of the warrants
is $7.25 per share, and the warrants were not attributed any value for purposes
of the transaction. These warrants were offered and issued in reliance upon the
exemption from registration set forth in Section 4(2) under the Securities Act.

In November 1996, the Company issued 60,427 shares of its Class A Common
Stock to each of Douglas C. Taff and Michael B. Barrett in connection with the
Registrant's acquisition of Vermont Waste and Recycling Management, Inc. For
purposes of the transaction, the Class A Common Stock was valued at $12.00 per
share. The Registrant placed 16,892 of the shares issued to each person into
escrow to secure the sellers' obligations under the acquisition documents.
These securities were offered and issued in reliance upon the exemption from
registration set forth in Section 4(2) under the Securities Act.

In January 1997, in connection with the acquisition by the Registrant of
the assets of Superior Disposal Service, Inc. and Kerkim, Inc., and related
companies, the Registrant issued 570,960 shares of Class A Common Stock to
Kenneth H. Mead, the sole stockholder of the selling entities. Pursuant to the
terms of the acquisition agreement, the Registrant was required to issue an
additional 63,440 shares of Class A Common Stock on the first anniversary of
the closing date, subject to adjustment pursuant to the indemnification
obligations of Mr. Mead under the acquisition agreement. Pursuant to the terms
of the acquisition agreement, Mr. Mead forfeited certain shares back to the
Company based on the trading price of the Company's Class A Common Stock
following the Company's initial public offering. These securities were offered
and issued in reliance upon the exemption from registration set forth in
Section 4(2) under the Securities Act.

Between July 26, 1993 and July 31, 1997, the Registrant issued options to
certain officers, directors and employees of the Registrant to purchase an
aggregate of 1,397,635 shares of Class A Common Stock at a weighted average
exercise price of approximately $6.16 per share. These options were offered and
issued in reliance upon the exemption from registration set forth in Rule 701
under the Securities Act.

In July and September 1997, the Registrant issued 20,000 shares of Class A
Common Stock and 20,000 shares of Class A Common Stock, respectively, upon the
exercise of options by two officers of the Company, at an exercise price of
$0.60 per share, for an aggregate consideration of $24,000. These shares were
offered and issued in reliance upon the exemption from registration set forth
in Rule 701 under the Securities Act.

In September 1997, the former owner of a business acquired by the Company
exercised warrants to purchase 25,000 shares of the Registrant's Class A Common
Stock at an exercise price of $6.00 per share. These shares were offered and
issued in reliance upon the exemption from registration set forth in Section
4(2) under the Securities Act.

On November 5, 1997, the Company acquired the Teelon group of solid waste
collection companies in western New York State in a transaction accounted for
as a purchase. The total purchase price was $4.9 million, including $1.5
million in liabilities assumed and/or discharged, $2.8 million cash paid to the
sellers and 28,000 shares of Class A Common Stock issued to the sellers. The
shares of Class A Common Stock were offered and issued in reliance upon the
exemption from registration set forth in section 4(2) under the Securities Act.

On December 1, 1997 the Company effected a merger with Pine Tree Waste,
Inc. of South Portland, Maine, in a transaction accounted for as a purchase.
The total purchase price was $4.2 million, including $2.7 million in
liabilities assumed and/or discharged, 81,131 shares of Class A Common Stock
issued to the sellers, and a reserve of 16,274 shares of Class A Common Stock
to be issued pending the results of a post-acquisition audit. The shares of
Class A Common Stock were offered and issued in reliance upon the exemption
from registration set forth in section 4(2) under the Securities Act.

On December 11, 1997 Prudential Securities Group, Inc. exercised warrants
to purchase 32,902 shares of the Company's Class A Common Stock. Prudential
Securities exercised these warrants in a cashless transaction, surrendering
50,654 warrants in exchange for 32,902 shares of Class A Common

II-3

Stock. The shares of Class A Common Stock were offered and issued in reliance
upon the exemption from registration set forth in section 3(a)(9) under the
Securities Act of 1933.

On December 19, 1997 the Company effected a merger with All Cycle Waste,
Inc. and Winters Brothers, Inc. (commonly owned entities) of Williston,
Vermont, in a transaction accounted for as a pooling of interests. The Company
issued 416,103 shares of Class A Common Stock for all of the outstanding stock
of All Cycle Waste, Inc. and 187,244 shares of Class A Common Stock for all of
the outstanding stock of Winters Brothers, Inc. The shares of Class A Common
Stock were offered and issued in reliance upon the exemption from registration
set forth in section 4(2) under the Securities Act of 1933.

Except as set forth above, no underwriters were involved in the foregoing
issuances of securities.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit
No.        Description
- --------   ---------------------------------------------------------------------------------------

1         Form of Underwriting Agreement.

3.1       Amended and Restated Certificate of Incorporation of the Registrant. (Incorporated
herein by reference to Exhibit 3.3 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 as filed September 24, 1997 (SEC File No. 333-33135)).

3.2       Second Amended and Restated By-Laws of the Registrant. (Incorporated herein by
reference to Exhibit 3.5 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 as filed September 24, 1997 (SEC File No. 333-33135)).

4         Specimen Certificate for Class A Common Stock. (Incorporated herein by reference to
Exhibit 4 to Amendment No. 2 to the Company's Registration Statement on Form S-1
as filed October 9, 1997 (SEC File No. 333-33135)).

5         Opinion of Hale and Dorr LLP.

10.1       1993 Incentive Stock Option Plan. (Incorporated herein by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1 as filed August 7, 1997 (SEC File
No. 333-33135)).

10.2       1994 Nonstatutory Stock Option Plan. (Incorporated herein by reference to Exhibit 10.2
to the Company's Registration Statement on Form S-1 as filed August 7, 1997 (SEC
File No. 333-33135)).

10.3       1996 Stock Option Plan. (Incorporated herein by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1 as filed August 7, 1997 (SEC File
No. 333-33135)).

10.4       1997 Stock Incentive Plan. (Incorporated herein by reference to Exhibit 10.4 to
Amendment No. 1 to the Company's Registration Statement on Form S-1 as filed
September 24, 1997 (SEC File No. 333-33135)).

10.5       1997 Non-Employee Director Stock Option Plan. (Incorporated herein by reference to
Exhibit 10.5 to Amendment No. 1 to the Company's Registration Statement on Form
S-1 as filed September 24, 1997 (SEC File No. 333-33135)).

10.6       Registration Rights Agreement by and between the Registrant and Susan Olivieri and
Robert MacNeil, dated January 3, 1996. (Incorporated herein by reference to Exhibit
10.6 to Amendment No. 1 to the Company's Registration Statement on Form S-1 as
filed September 24, 1997 (SEC File No. 333-33135)).

10.7       1995 Registration Rights Agreement by and between the Registrant and the
stockholders who are a party thereto, dated as of December 22, 1995. (Incorporated
herein by reference to Exhibit 10.8 to the Company's Registration Statement on Form
S-1 as filed August 7, 1997 (SEC File No. 333-33135)).

10.8       Warrant to Purchase Common Stock of the Registrant granted to John W. Casella,
dated as of July 26, 1993. (Incorporated herein by reference to Exhibit 10.11 to
Amendment No. 1 to the Company's Registration Statement on Form S-1 as filed
September 24, 1997 (SEC File No. 333-33135)).

II-4

Exhibit
No.        Description
- --------   -------------------------------------------------------------------------------------

10.9       Warrant to Purchase Common Stock of the Registrant granted to Douglas R. Casella,
dated as of July 26, 1993. (Incorporated herein by reference to Exhibit 10.12 to
Amendment No. 1 to the Company's Registration Statement on Form S-1 as filed
September 24, 1997 (SEC File No. 333-33135)).

10.10      Asset Purchase Agreement by and among Kenneth H. Mead, Kerkim, Inc. and Casella
Waste Management of N.Y., dated as of January 17, 1997. (Incorporated herein by
reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

10.11      Reorganization Agreement by and among certain subsidiaries of the Registrant,
Kenneth H. Mead, Superior Disposal Services, Inc., Kensue, Inc., S.D.S. at PA, Inc.
and Claws Refuse, Inc., dated as of January 17, 1997. (Incorporated herein by
reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

10.12      Termination of Lease Agreement by and between Casella Associates and Casella
Waste Management, Inc., dated September 25, 1996. (Incorporated herein by
reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

10.13      Amended and Restated Revolving Credit Agreement by and among the Registrant,
BankBoston, N.A. and the other parties named therein, dated as of January 12, 1998.
(Incorporated herein by reference to Exhibit 10.13 to the Company's Registration
Statement on Form S-1 as filed June 3, 1998 (SEC File No. 333-55879)).

10.14      Lease Agreement, as amended, by and between Casella Associates and Casella Waste
Management, Inc., dated December 9, 1994 (Rutland lease). (Incorporated herein by
reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

10.15      Lease Agreement, as amended, by and between Casella Associates and Casella Waste
Management, Inc., dated December 9, 1994 (Montpelier lease). (Incorporated herein
by reference to Exhibit 10.18 to the Company's Registration Statement on Form S-1
as filed August 7, 1997 (SEC File No. 333-33135)).

10.16      Furniture and Fixtures Lease Renewal Agreement by and between Casella Associates
and Casella Waste Management, Inc., dated May 1, 1994. (Incorporated herein by
reference to Exhibit 10.19 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

10.17      Lease, Operations and Maintenance Agreement by and between CV Landfill, Inc. and
the Registrant, dated June 30, 1994. (Incorporated herein by reference to Exhibit
10.20 to the Company's Registration Statement on Form S-1 as filed August 7, 1997
(SEC File No. 333-33135)).

10.18      Restated Operation and Management Agreement by and between Clinton County (N.Y.)
and the Registrant, dated September 9, 1996. (Incorporated herein by reference to
Exhibit 10.21 to the Company's Registration Statement on Form S-1 as filed
August 7, 1997 (SEC File No. 333-33135)).

10.19      Labor Utilization Agreement by and between Clinton County (N.Y.) and the Registrant,
dated August 7, 1996. (Incorporated herein by reference to Exhibit 10.22 to the
Company's Registration Statement on Form S-1 as filed August 7, 1997 (SEC File
No. 333-33135)).

10.20      Lease and Option Agreement by and between Waste U.S.A., Inc. and New England
Waste Services of Vermont, Inc., dated December 14, 1995. (Incorporated herein by
reference to Exhibit 10.23 to the Company's Registration Statement on Form S-1 as
filed August 7, 1997 (SEC File No. 333-33135)).

II-5

Exhibit
No.          Description
- ----------   ---------------------------------------------------------------------------------------

10.21        Consulting and Non-Competition Agreement by and between the Registrant and
Kenneth H. Mead, dated January 23, 1997. (Incorporated herein by reference to
Exhibit 10.24 to the Company's Registration Statement on Form S-1 as filed
August 7, 1997 (SEC File No. 333-33135)).

10.22        Issuance of Shares by the Registrant to National Waste Industries, Inc., dated
October 19, 1994. (Incorporated herein by reference to Exhibit 10.25 to the
Company's Registration Statement on Form S-1 as filed August 7, 1997 (SEC File
No. 333-33135)).

10.23        Registration Rights Agreement by and among the Registrant, Joseph M. Winters,
Andrew B. Winters, Brigid Winters, Sean Winters and Maureen Winters (the "All
Cycle Stockholders"), dated as of December 19, 1997. (Incorporated herein by
reference to Exhibit 10.23 to the Company's Registration Statement on Form S-1 as
filed June 3, 1998 (SEC File No. 333-55879)).

10.24        Amendment No. 1 to Registration Rights Agreement by and among the Registrant, the
All Cycle Stockholders, Winters Family Partnership and Goldman, Sachs & Co., dated
as of June 3, 1998.

10.25        Amendment No. 2 to Lease Agreement, by and between Casella Associates and
Casella Waste Management, Inc., dated as of November 20, 1997 (Rutland lease).

21           Subsidiaries of the Registrant. (Incorporated herein by reference to Exhibit 21 to the
Company's Registration Statement on Form S-1 as filed June 3, 1998 (SEC File No.
333-55879)).

23.1         Consent of Hale and Dorr LLP (included in Exhibit 5).

23.2         Consent of Arthur Andersen LLP.

23.3         Consent of Barrett & Dattilio, P.C.

24           Power of Attorney (included on Page II-8).

27.1         Financial Data Schedule for the fiscal year ended April 30, 1998.

27.2         Financial Data Schedule for the fiscal year ended April 30, 1997 
(restated).

27.3         Financial Data Schedule for the fiscal year ended April 30, 1996
(restated).

(b)  Financial Statement Schedules

Schedule II--Valuation Accounts.

All other schedules have been omitted because they are not required or
because the required information is given in the Consolidated Financial
Statements or Notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Registrant and the laws
of the State of Delaware, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-6

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Rutland, Vermont, on this 25th day
of June, 1998.

CASELLA WASTE SYSTEMS, INC.

By: /s/ John W. Casella
---------------------------
John W. Casella
President and Chief Executive
Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers, directors and authorized representative of
Casella Waste Systems, Inc., hereby severally constitute and appoint John W.
Casella and James W. Bohlig and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-1 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and any subsequent Registration
Statement for the same offering which may be filed under Rule 462(b), and
generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Casella Waste Systems, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said Registration Statement and any and all amendments thereto or
to any subsequent Registration Statement for the same offering which may be
filed under Rule 462(b).

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                             Title                         Date
---------                             -----                         ----

/s/ John W. Casella         President, Chief Executive Officer and
- -------------------------     Chairman
John W. Casella                                                    June 25, 1998

/s/ James W. Bohlig         Senior Vice President and Chief
- -------------------------     Operating Officer, Director
James W. Bohlig                                                    June 25, 1998

/s/ Jerry S. Cifor         Vice President and Chief Financial
- -------------------------     Officer (Principal Accounting and
Jerry S. Cifor           Financial Officer)                        June 25, 1998

/s/ Douglas R. Casella      Director                                  June 25, 1998
- -------------------------
Douglas R. Casella

/s/ John F. Chapple III     Director                                  June 25, 1998
- -------------------------
John F. Chapple III

/s/ Kenneth H. Mead         Director                                  June 25, 1998
- -------------------------
Kenneth H. Mead

/s/ Michael F. Cronin       Director                                  June 25, 1998
- -------------------------
Michael F. Cronin

/s/ Gregory B. Peters       Director                                  June 25, 1998
- -------------------------
Gregory B. Peters

II-8

FINANCIAL STATEMENT SCHEDULES

Schedule II

Valuation Accounts

Allowance for Doubtful Accounts               Year ended April 30,
- -----------------------------------------   -----------------------------------
1996        1997         1998
(In thousands of dollars)           ---------   ---------   -----------

Balance at beginning of period ..........    $  118      $  353      $    722
Additions--
Charged to expense .....................       269         330           868
Acquisition related ....................       272         496           620
Deductions--Bad debts written off, net of
Recoveries .............................      (306)       (457)       (1,087)
------      ------      --------
Balance at end of period ................    $  353      $  722      $  1,123

Exhibit 1
---------

CASELLA WASTE SYSTEMS, INC.

3,044,304 SHARES
CLASS A COMMON STOCK
(par value $0.01 per share)

Underwriting Agreement
----------------------

July ___, 1998

Goldman, Sachs & Co.,
CIBC Oppenheimer & Co., Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation
As Representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Casella Waste Systems, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 1,600,000 shares of Class A Common Stock ("Stock") of the Company and the
stockholders of the Company named in Schedule II hereto (the "Selling
Stockholders") propose, subject to the terms and conditions stated herein, to
sell to the Underwriters an aggregate of 1,444,304 shares. The aggregate of
3,044,304 shares to be sold by the Company and the Selling Stockholders is
herein called the "Firm Shares" and the aggregate of 456,645 additional shares
to be sold by the Company is herein called the "Optional Shares". The Firm
Shares and the Optional Shares that the Underwriters elect to purchase pursuant
to Section 2 hereof are herein collectively called the "Shares".

1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(i) A registration statement on Form S-1 (File No. 333-_______)
(the "Initial Registration Statement") in respect of the Shares has been filed
with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered to you, and, excluding exhibits thereto, to you for
each of the other Underwriters, have been declared effective by the Commission
in such form; other than a registration statement, if any, increasing the size
of the offering (a "Rule 462(b) Registration Statement") filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"), which became
effective upon filing, no other document with respect to the Initial
Registration Statement has heretofore been filed with the Commission; and no
stop order suspending the effectiveness of the Initial Registration Statement,
any post-effective amendment

thereto or the Rule 462(b) Registration Statement, if any, has been issued and
no proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the Act is hereinafter called a "Preliminary
Prospectus"; the various parts of the Initial Registration Statement and the
Rule 462(b) Registration Statement, if any, including all exhibits thereto and
including the information contained in the form of final prospectus filed with
the Commission pursuant to Rule 424(b) under the Act in accordance with Section
5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the
Initial Registration Statement at the time it was declared effective or such
parts of the Rule 462(b) Registration Statement, if any, at the time it became
or hereafter becomes effective, each as amended at the time such part of the
registration statement became effective, are hereinafter collectively called the
"Registration Statement"; and such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus");

(ii) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material respects to
the requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein or by a
Selling Stockholder expressly for use in the preparation of the answers therein
to Items 7 and 11(m) of Form S-1;

(iii) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration Statement and/or
the Prospectus will conform, in all material respects, to the requirements of
the Act and the rules and regulations of the Commission thereunder and do not
and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as to
the Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through Goldman, Sachs &
Co. expressly for use therein or by a Selling Stockholder expressly for use in
the preparation of the answers therein to Items 7 and 11(l) of Form S-1;

(iv) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included in
the Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock or long-term debt
of the Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results

2

of operations of the Company or any of its subsidiaries, otherwise than as set
forth or contemplated in the Prospectus;

(v) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or such
as do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its subsidiaries;

(vi) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction; the Company has no permanent office outside the State
of Vermont; and each subsidiary of the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so qualified in
any such jurisdiction;

(vii) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
(including, without limitation, the Stock) have been duly and validly authorized
and issued, are fully paid and non-assessable and conform in all material
respects to the description thereof in the Prospectus; and all of the issued
shares of capital stock of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable and, except as
set forth in the Prospectus, are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims;

(viii) The unissued Shares to be issued and sold by the Company
to the Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be duly
and validly issued and fully paid and non-assessable and will conform in all
material respects to the description of the Stock contained in the Prospectus;

(ix) The issue and sale of the Shares to be sold by the Company
and the compliance by the Company with all of the provisions of this Agreement
and the consummation of the transactions herein contemplated will not conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the

3

property or assets of the Company or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Shares or the consummation by the Company of the transactions
contemplated by this Agreement, except the registration under the Act of the
Shares and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Shares by the Underwriters
and under the rules of the NASD;

(x) Neither the Company nor any of its subsidiaries (A) is in
violation of its Certificate of Incorporation or By-laws or (B) other than any
defaults that will not have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, is in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound;

(xi) The statements set forth in the Prospectus under the
caption "Description of Capital Stock", insofar as they purport to constitute a
summary of the terms of the Stock, and under the caption "Underwriting" (other
than the fourth paragraph under such caption relating to Regulation M under the
Securities Exchange Act of 1934, as amended ("Regulation M")), insofar as they
purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair;

(xii) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any
of its subsidiaries, would individually or in the aggregate have a material
adverse effect on the current or future consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others;

(xiii) The Company is not and, after giving effect to the
offering and sale of the Shares, will not be an "investment company" or an
entity "controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

(xiv) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate located in
Cuba within the meaning of Section 517.075, Florida Statutes;

(xv) Arthur Andersen & Co., who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder; and

4

(xvi) The Company and each of its subsidiaries has such
licenses, permits and other governmental authorizations as are required for the
conduct of their respective businesses and/or the ownership of their respective
properties as described in the Prospectus (except to the extent the failure to
obtain the same would not have a material adverse effect upon the Company and
its subsidiaries, taken as a whole), are in all material respects complying
therewith, and own or possess adequate rights to use all material patents,
patent applications, trademarks, service marks, trade-names, trademark
registrations, service mark registrations, copyrights and licenses necessary for
the conduct of such business and have not received any notice of conflict with
the asserted rights of others in respect thereof. To the best knowledge of the
Company, none of the activities or businesses of the Company or any of its
subsidiaries are in violation of, or cause the Company or any of its
subsidiaries to violate, any law, rule regulation or order of the United States,
any state, county or locality, or of any agency or body of the United States or
of any state, county or locality, the violation of which would individually or
in the aggregate have a material adverse effect on the current or future
consolidated financial position, stockholders' equity or result of operations of
the Company and its subsidiaries.

(b) Each of the Selling Stockholders severally represents and 
warrants to, and agrees with, each of the Underwriters and the Company that:

(i) All consents, approvals, authorizations and orders necessary
for the execution and delivery by such Selling Stockholder of this Agreement and
the Power of Attorney and the Custody Agreement hereinafter referred to, and for
the sale and delivery of the Shares to be sold by such Selling Stockholder
hereunder, have been obtained; and such Selling Stockholder has full right,
power and authority to enter into this Agreement, the Power-of-Attorney and the
Custody Agreement and to sell, assign, transfer and deliver the Shares to be
sold by such Selling Stockholder hereunder;

(ii) The sale of the Shares to be sold by such Selling
Stockholder hereunder and the compliance by such Selling Stockholder with all of
the provisions of this Agreement, the Power of Attorney and the Custody
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Selling Stockholder is a party or by which such Selling
Stockholder is bound or to which any of the property or assets of such Selling
Stockholder is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of such Selling
Stockholder if such Selling Stockholder is a corporation, the partnership
agreement of such Selling Stockholder if such Selling Stockholder is a
partnership (and the certificate of limited partnership of such Selling
Stockholder if such Selling Stockholder is a limited partnership), the articles
of organization and the LLC agreement (or operating agreement) of such Selling
Stockholder if such Selling Stockholder is a limited liability company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over such Selling Stockholder or the property of such
Selling Stockholder;

(iii) Such Selling Stockholder has (or upon the exercise of
options or warrants therefor will have), and immediately prior to each Time of
Delivery (as defined in Section 4 hereof) such Selling Stockholder will have,
good and valid title to the Shares to be sold by such Selling Stockholder
hereunder, free and clear of all liens, encumbrances, equities or claims; and,
upon delivery of such Shares and payment therefor pursuant hereto, good and
valid title to such

5

Shares, free and clear of all liens, encumbrances, equities or claims, will pass
to the several Underwriters;

(iv) During the period beginning from the date hereof and
continuing to and including the date 180 days after the date of the Prospectus,
not to offer, sell contract to sell or otherwise dispose of, except as provided
hereunder, any securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to stock incentive plans
existing on, or upon the conversion or exchange of convertible or exchangeable
securities outstanding as of, the date of this Agreement), without your prior
written consent;

(v) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action which is designed to or which has constituted
or which might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Shares;

(vi) To the extent that any statements or omissions made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity with
written information furnished to the Company by such Selling Stockholder
expressly for use therein, such Preliminary Prospectus and the Registration
Statement did, and the Prospectus and any further amendments or supplements to
the Registration Statement and the Prospectus, when they become effective or are
filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act and the rules and regulations of the
Commission thereunder and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;

(vii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 with respect to the transactions herein contemplated, such Selling
Stockholder will deliver to you prior to or at the First Time of Delivery (as
hereinafter defined) a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by Treasury
Department regulations in lieu thereof);

(viii) Certificates in negotiable form, or option or warrant
agreements (together with a properly completed notice of exercise and payment
therefor), representing all of the Shares to be sold by such Selling Stockholder
hereunder have been placed in custody under a Custody Agreement, in the form
heretofore furnished to you (the "Custody Agreement"), duly executed and
delivered by such Selling Stockholder to the Company, as custodian (the Company,
in its role as custodian, is hereinafter referred to as the "Custodian"), and
such Selling Stockholder has duly executed and delivered a Power of Attorney, in
the form heretofore furnished to you (the "Power of Attorney"), appointing the
persons indicated in Schedule II hereto, and each of them, as such Selling
Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to
execute and deliver this Agreement on behalf of such Selling Stockholder, to
determine the purchase price to be paid by the Underwriters to the Selling
Stockholders as provided in Section 2 hereof, to authorize the delivery of the
Shares to be sold by such Selling Stockholder hereunder and

6

otherwise to act on behalf of such Selling Stockholder in connection with the
transactions contemplated by this Agreement and the Custody Agreement; and

(ix) The Shares represented by the certificates and the option
or warrant agreements held in custody for such Selling Stockholder under the
Custody Agreement are subject to the interests of the Underwriters hereunder;
the arrangements made by such Selling Stockholder for such custody, and the
appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of
Attorney, are to that extent irrevocable; the obligations of the Selling
Stockholders hereunder shall not be terminated by operation of law, whether by
the death or incapacity of any individual Selling Stockholder or, in the case of
an estate or trust, by the death or incapacity of any executor or trustee or the
termination of such estate or trust, or in the case of a partnership, limited
liability company or corporation, by the dissolution of such partnership,
limited liability company, or corporation, or by the occurrence of any other
event; if any individual Selling Stockholder or any such executor or trustee
should die or become incapacitated, or if any such estate or trust should be
terminated, or if any such partnership, limited liability company or corporation
should be dissolved, or if any other such event should occur, before the
delivery of the Shares hereunder, certificates representing the Shares shall be
delivered by or on behalf of the Selling Stockholders in accordance with the
terms and conditions of this Agreement and of the Custody Agreements; and
actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall
be as valid as if such death, incapacity, termination, dissolution or other
event had not occurred, regardless of whether or not the Custodian, the
Attorneys-in-Fact, or any of them, shall have received notice of such death,
incapacity, termination, dissolution or other event.

2. Subject to the terms and conditions herein set forth, (a) the
Company and each of the Selling Stockholders agree, severally and not jointly,
to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company and each of the Selling
Stockholders, at a purchase price per share of $___________, the number of Firm
Shares (to be adjusted by you so as to eliminate fractional shares) determined
by multiplying the aggregate number of Shares to be sold by the Company and each
of the Selling Stockholders as set forth opposite their respective names in
Schedule II hereto by a fraction, the numerator of which is the aggregate number
of Firm Shares to be purchased by such Underwriter as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is
the aggregate number of Firm Shares to be purchased by all of the Underwriters
from the Company and all of the Selling Stockholders hereunder and (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares as provided below, the Company agrees to sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such number of
Optional Shares by a fraction, the numerator of which is the maximum number of
Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at
their election up to 456,645 Optional Shares, at the purchase price per share
set forth in the paragraph

7

above, for the sole purpose of covering overallotments in the sale of the Firm
Shares. Any such election to purchase Optional Shares may be exercised only by
written notice from you to the Company, given within a period of 30 calendar
days after the date of this Agreement and setting forth the aggregate number of
Optional Shares to be purchased and the date on which such Optional Shares are
to be delivered, as determined by you but in no event earlier than the First
Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company and the Selling Stockholders shall be delivered by or on
behalf of the Company and the Selling Stockholders to Goldman, Sachs & Co., for
the account of such Underwriter, against payment by or on behalf of such
Underwriter of the purchase price therefor by wire transfer to accounts
specified by the Company and each of the Selling Stockholders, as their
interests may appear, in Federal (same day) funds. The Company will cause the
certificates representing the Shares to be made available for checking and
packaging at least twenty-four hours prior to the Time of Delivery (as defined
below) with respect thereto at the office of Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004 (the "Designated Office"). The time and date of
such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
New York time, on July __, 1998 or such other time and date as Goldman, Sachs &
Co., the Company and the Selling Stockholders may agree upon in writing, and,
with respect to the Optional Shares, 9:30 a.m., New York time, on the date
specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs
& Co. of the Underwriters' election to purchase such Optional Shares, or such
other time and date as Goldman, Sachs & Co., the Company and the Selling
Stockholders may agree upon in writing. Such time and date for delivery of the
Firm Shares is herein called the "First Time of Delivery", such time and date
for delivery of the Optional Shares, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(k) hereof will be delivered at the offices of
Hale and Dorr LLP, 60 State Street, Boston, MA 02109 (the "Closing Location"),
and the Shares will be delivered at the Designated Office, all at such Time of
Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New York
City time, on the New York Business Day next preceding such Time of Delivery, at
which meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. For the
purposes of this Section 4, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.

8

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus which
shall be disapproved by you promptly after reasonable notice thereof; to advise
you, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed and to
furnish you with copies thereof; to advise you, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or prospectus or
suspending any such qualification, promptly to use its best efforts to obtain
the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time to time,
to furnish the Underwriters with copies of the Prospectus in New York City in
such quantities as you may reasonably request, and, if the delivery of a
prospectus is required at any time prior to the expiration of nine months after
the time of issue of the Prospectus in connection with the offering or sale of
the Shares and if at such time any events shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such period to amend or
supplement the Prospectus in order to comply with the Act, to notify you and
upon your request to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as you may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance, and in
case any Underwriter is required to deliver a prospectus in connection with
sales of any of the Shares at any time nine months or more after the time of
issue of the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as you
may request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration

9

Statement (as defined in Rule 158(c) under the Act), an earnings statement of
the Company and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing
to and including the date 90 days after the date of the Prospectus, not to
offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder, any securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to stock plans existing
on, or upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement), without your prior written
consent, except that the Company may issue such securities in exchange for all
of the equity or substantially all of the assets of a company in connection with
a merger or acquisition, provided that prior to any such issuance the recipient
of such securities shall have agreed with Goldman, Sachs & Co. in writing to be
bound by this provision for the remainder of such 90-day period;

(f) To furnish to its stockholders as soon as practicable after the
end of each fiscal year an annual report (including a balance sheet and
statements of income, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries certified by independent public accountants) and,
unless otherwise agreed to in writing by Goldman, Sachs & Co., as soon as
practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), consolidated summary financial information of the
Company and its subsidiaries for such quarter in reasonable detail;

(g) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);

(h) To use the net proceeds received by it from the sale of the
Shares pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds";

(i) To use its best efforts to list for quotation the Shares on the
National Association of Securities Dealers Automated Quotations ("Nasdaq")
National Market System;

(j) If the Company elects to rely upon Rule 462(b), the Company
shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.

10

6. The Company and each of the Selling Stockholders covenant and agree
with one another and with the several Underwriters that (a) the Company will pay
or cause to be paid the following: (i) the fees, disbursements and expenses of
the Company's counsel and accountants in connection with the registration of the
Shares under the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
producing any Agreement among Underwriters, this Agreement, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Shares; (iii) all expenses, if
any, in connection with the qualification of the Shares for offering and sale
under state securities laws as provided in Section 5(b) hereof, including any
fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey; (iv) all fees and
expenses in connection with listing the Shares on the NASDAQ; (v) the filing
fees incident to, and the fees and disbursements of counsel for the Underwriters
in connection with, securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Shares; (vi) the cost
of preparing stock certificates; (vii) the cost and charges of any transfer
agent or registrar and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 6; and (b) such Selling Stockholder will pay or
cause to be paid all costs and expenses incident to the performance of such
Selling Stockholder's obligations hereunder which are not otherwise specifically
provided for in this Section 6, including (i) any fees and expenses of counsel
for such Selling Stockholder, (ii) such Selling Stockholder's pro rata share of
the fees and expenses of the Attorneys-in-Fact and the Custodian, and (iii) all
expenses and taxes incident to the sale and delivery of the Shares to be sold by
such Selling Stockholder to the Underwriters hereunder. In connection with
clause (b) (iii) of the preceding sentence, Goldman, Sachs & Co. agrees to pay
New York State stock transfer tax, if any, and the Selling Stockholder agrees to
reimburse Goldman, Sachs & Co. for associated carrying costs if such tax payment
is not rebated on the day of payment and for any portion of such tax payment not
rebated. It is understood, however, that, except as provided in this Section 6,
and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel, stock transfer taxes on
resale of any of the Shares by them, and any advertising expenses connected with
any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Shares to
be delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Stockholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional

11

information on the part of the Commission shall have been complied with to your
reasonable satisfaction;

(b) Morrison Cohen Singer & Weinstein, LLP, counsel for the
Underwriters, shall have furnished to you such opinion or opinions (a draft of
each such opinion is attached as Annex II(a) hereto), dated such Time of
Delivery, with respect to the matters covered in paragraphs (i), (ii), (vi) and
(ix) of subsection (c) below, and the paragraph following paragraph (x) of
subsection (c) below as well as such other related matters as you may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;

(c) Hale and Dorr LLP, counsel for the Company, or, in the case of
the opinion set forth in Section 7(c)(iv) below and Section 7(c)(v) below (with
respect to the Company's subsidiaries) from local counsel to the Company
satisfactory to you, shall have furnished to you their written opinion (a draft
of such opinion(s) is attached as Annex II(b) hereto), dated such Time of
Delivery, in form and substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own its properties and conduct
its business as described in the Prospectus;

(ii) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
(including the Shares being delivered at such Time of Delivery) have been duly
and validly authorized and issued and are fully paid and non-assessable; and the
Shares conform to the description of the Stock contained in the Prospectus;

(iii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of the State of Vermont;

(iv) Each subsidiary of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of the States specified by such counsel in its opinion; and all of the
issued shares of capital stock of each such subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable, and are
directly or indirectly owned of record and, to such counsel's knowledge,
beneficially by the Company, free and clear to such counsel's knowledge of all
liens, encumbrances, equities or claims, except as set forth in the Prospectus
(such counsel being entitled to rely in respect of the opinion in this clause
upon opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company or its subsidiaries, provided that such
counsel shall state that they believe that both you and they are justified in
relying upon such opinions and certificates);

(v) To the best of such counsel's knowledge and other than as
set forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the current
or future

12

consolidated financial position, stockholders' equity or results of operations
of the Company and its subsidiaries; and, to the best of such counsel's
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others which would individually or in the aggregate
reasonably be expected to have a material adverse effect on the current or
future consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole;

(vi) This Agreement (and the consummation of the transactions
contemplated hereby) has been duly authorized by the Company; and this Agreement
has been duly executed and delivered by the Company;

(vii) The issue and sale of the Shares being delivered at such
Time of Delivery to be sold by the Company and the compliance by the Company
with all of the provisions of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any material indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of the Company or any
statute applicable to the Company or its subsidiaries or any order (naming the
Company or any of its subsidiaries), rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over the Company or
any of its subsidiaries or any of their properties;

(viii) No consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Shares or the consummation by the Company
of the transactions contemplated by this Agreement, except the registration
under the Act of the Shares, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Shares by
the Underwriters or under the rules of the NASD;

(ix) The statements set forth in the Prospectus under the
caption "Description of Capital Stock" and under the caption "Underwriting"
(other than the fourth paragraph under such caption, relating to Regulation M),
insofar as they purport to constitute a summary of the terms of the Stock and as
they purport to describe the provisions of the laws and documents referred to
therein, are accurate and complete in all material respects; and

(x) The Company is not required to register as an "investment
company" or an entity "controlled" by an "investment company" under the
Investment Company Act.

In the case of the legal opinion of Hale and Dorr LLP, such
opinion shall also state that the Registration Statement and the Prospectus and
any further amendments and supplements thereto made by the Company prior to such
Time of Delivery (other than the financial statements and related schedules and
other financial data contained therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the requirements of the
Act and the rules and regulations thereunder; although they do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration

13

Statement or the Prospectus, no facts have come to such counsel's attention that
have caused such counsel to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules and other financial data contained therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that, as of its date, the
Prospectus or any further amendment or supplement thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules and other financial data contained therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
that, as of such Time of Delivery, either the Registration Statement or the
Prospectus or any further amendment or supplement thereto made by the Company
prior to such Time of Delivery (other than the financial statements and related
schedules and other financial data contained therein, as to which such counsel
need express no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and they
do not know of any amendment to the Registration Statement required to be filed
or of any contracts or other documents of a character required to be filed as an
exhibit to the Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or described as
required;

(d) The respective counsel for each of the Selling Stockholders,
as indicated in Schedule II hereto (but other than Selling Stockholders who are
selling 10,000 or fewer shares of Stock pursuant to this Agreement and the
Registrant Statement) each shall have furnished to you their written opinion
with respect to each of the Selling Stockholders for whom they are acting as
counsel, dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:

(i) A Power-of-Attorney and a Custody Agreement have been duly
executed and delivered by such Selling Stockholder and constitute valid and
binding agreements of such Selling Stockholder enforceable against such Selling
Stockholder in accordance with their respective terms;

(ii) This Agreement has been duly executed and delivered by or
on behalf of such Selling Stockholder; and the sale of the Shares to be sold by
such Selling Stockholder hereunder and the compliance by such Selling
Stockholder with all of the provisions of this Agreement, the Power-of-Attorney
and the Custody Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or violation
of any terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which such Selling Stockholder is a party or
by which such Selling Stockholder is bound or to which any of the property or
assets of such Selling Stockholder is subject, nor will such action result in
any violation of the provisions of the Certificate of Incorporation or By-laws
of such Selling Stockholder if such Selling Stockholder is a corporation, the
Partnership Agreement of such Selling Stockholder if such Selling Stockholder is
a partnership (or certificate of limited partnership of such Selling Stockholder
if such Selling Stockholder is a limited partnership), Articles of Organization
or LLC Agreement (or Operating Agreement) of such Selling Stockholder if such
Selling Stockholder is a limited liability company or any order specifically
naming such Selling Stockholder, rule or

14

regulation known to such counsel of any court or governmental agency or body
having jurisdiction over such Selling Stockholder or the property of such
Selling Stockholder;

(iii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated by this Agreement in connection with the Shares to be
sold by such Selling Stockholder hereunder, except such as have been obtained
under the Act and such as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of such Shares by the
Underwriters;

(iv) Immediately prior to such Time of Delivery based on an
examination of the Company's stock record books, such Selling Stockholder was
the sole record holder of the Shares to be sold by such Selling Stockholder
under this Agreement, free and clear of all liens, encumbrances, equities or
claims, and had full right, power and authority to sell, assign, transfer and
deliver the Shares to be sold by such Selling Stockholder hereunder; and

(v) Assuming that the Underwriters are bona fide purchasers
purchasing in good faith without notice of any adverse claim within the meaning
of the Uniform Commercial Code, upon the delivery of and payment for the Shares
to be sold by such Selling Stockholders as contemplated by this Agreement, each
of the Underwriters will acquire the Shares purchased by it from such Selling
Stockholders free of any adverse claims.

In rendering the opinion in paragraph (iv), such counsel may
rely upon a certificate of such Selling Stockholder in respect of matters of
fact as to ownership of, and liens, encumbrances, equities or claims on, the
Shares sold by such Selling Stockholder, provided that such counsel shall state
that they believe that both you and they are justified in relying upon such
certificate;

(e) On the date of the Prospectus at a time prior to the execution
of this Agreement, at 9:30 a.m., New York City time, on the effective date of
any post-effective amendment to the Registration Statement filed subsequent to
the date of this Agreement and also at each Time of Delivery, Arthur Andersen &
Co. shall have furnished to you a letter or letters, dated the respective dates
of delivery thereof, in form and substance satisfactory to you, to the effect
set forth in Annex I hereto (the executed copy of the letter delivered prior to
the execution of this Agreement is attached as Annex I(a) hereto and a draft of
the form of letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex I(b) hereto);

(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus, and

(ii) since the respective dates as of which information is given
in the Prospectus there shall not have been any change in the capital stock
(other than as a result of the exercise of stock options or warrants outstanding
as of such dates or as otherwise set forth in the Prospectus) or long-term debt
of the Company or any of its subsidiaries or any change, or any

15

development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, otherwise than as set forth or contemplated in
the Prospectus, the effect of which, in any such case described in Clause (i) or
(ii), is in the judgment of the Representatives so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares being delivered at such Time of Delivery on the terms and
in the manner contemplated in the Prospectus;

(g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on the Nasdaq National Market; (ii)
a suspension or material limitation in trading in the Company's securities on
the Nasdaq National Market; (iii) a general moratorium on commercial banking
activities declared by either Federal or New York State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such Time of Delivery
on the terms and in the manner contemplated in the Prospectus;

(h) The Shares at such Time of Delivery shall have been duly listed
for quotation on the Nasdaq National Market;

(i) The Company has obtained and delivered to the Underwriters
executed copies of an agreement from each stockholder, optionholder, officer and
director of the Company, substantially to the effect set forth in Subsection
1(b)(iv) hereof in form and substance satisfactory to you;

(j) The Company shall have complied with the provisions of Section
5(c) hereof with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of this Agreement; and

(k) The Company and the Selling Stockholders shall have furnished or
caused to be furnished to you at such Time of Delivery certificates of officers
of the Company and of the Selling Stockholders, respectively, satisfactory to
you as to the accuracy of the representations and warranties of the Company and
the Selling Stockholders, respectively, herein at and as of such Time of
Delivery, as to the performance by the Company and the Selling Stockholders of
all of their respective obligations hereunder to be performed at or prior to
such Time of Delivery, and as to such other matters as you may reasonably
request, and the Company shall have furnished or caused to be furnished
certificates as to the matters set forth in subsections (a) and (f) of this
Section 7.

8. (a) The Company and each of the Selling Stockholders, jointly and
severally, will indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged 

16

omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company and the
Selling Stockholders shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein; provided further, however, that each of the
Selling Stockholders on Schedule III hereto shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with information furnished by the Company or to the Company by any
person other than such Selling Stockholder; and provided further, however that
the aggregate liability of each Selling Stockholder pursuant to this Subsection
8(a) and Subsection 8(d) below shall not exceed the product of the number of
Shares sold by such Selling Stockholder and the initial public offering price of
the Shares as set forth in the Prospectus.

(b) Each Underwriter will indemnify and hold harmless the Company
and each Selling Stockholder against any losses, claims, damages or liabilities
to which the Company or such Selling Stockholder may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Company and each Selling
Stockholder for any legal or other expenses reasonably incurred by the Company
or such Selling Stockholder in connection with investigating or defending any
such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such 

17

indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Selling Stockholders bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Selling Stockholders on the one hand or the Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, each of the
Selling Stockholders and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue 

18

statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint; provided further, however, that (i) the aggregate
liability of each Selling Stockholder pursuant to this Subsection 8(d) and
Subsection 8(a) above shall not exceed the product of the number of Shares sold
by such Selling Stockholder and the initial public offering price of the Shares
as set forth in the Prospectus and (ii) no Selling Stockholder shall be required
to provide contribution hereunder with respect to any loss, claim, damage or
liability (or actions in respect thereof) in respect of which it was not
required to provide indemnification above under this Section 8 (other than if
such indemnification was not required because indemnification in the subject
circumstances was unavailable to the indemnified party as a matter of law or
public policy, or because of the inability to enforce the above provisions of
this Section 8).

(e) The obligations of the Company and the Selling Stockholders
under this Section 8 shall be in addition to any liability which the Company and
the respective Selling Stockholders may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company or any Selling Stockholder within the
meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Shares on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Shares, then the Company and the Selling Stockholders shall
be entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to you to purchase such Shares on
such terms. In the event that, within the respective prescribed periods, you
notify the Company and the Selling Stockholders that you have so arranged for
the purchase of such Shares, or the Company and the Selling Stockholders notify
you that they have so arranged for the purchase of such Shares, you or the
Company and the Selling Stockholders shall have the right to postpone a Time of
Delivery for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the Company agrees to
file promptly any amendments to the Registration Statement or the Prospectus
which in your opinion may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to this Agreement
with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the Company
and the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Shares to be purchased at such Time of Delivery,
then the Company and the Selling Stockholders shall have the right to require
each non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require

19

each non-defaulting Underwriter to purchase its pro rata share (based on the
number of Shares which such Underwriter agreed to purchase hereunder) of the
Shares of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Company and the Selling Stockholders as provided in subsection (a) above,
the aggregate number of such Shares which remains unpurchased exceeds
one-eleventh of the aggregate number of all of the Shares to be purchased at
such Time of Delivery, or if the Company and the Selling Stockholders shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company and the Selling
Stockholders to sell the Optional Shares) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company or the
Selling Stockholders, except for the expenses to be borne by the Company and the
Selling Stockholders and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Stockholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Stockholder, and shall survive delivery of and payment for the
Shares.

11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company will
reimburse the Underwriters through you for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company and the Selling
Stockholders shall then be under no further liability to any Underwriter in
respect of the Shares not so delivered except as provided in Sections 6 and 8
hereof.

12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
Representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Stockholder made or given by any
or all of the Attorneys-in-Fact for such Selling Stockholder.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the

20

Representatives in care of Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Registration Department; if to any Selling Stockholder
shall be delivered or sent by mail, telex or facsimile transmission to counsel
for such Selling Stockholder at its address set forth in Schedule II hereto; and
if to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: President; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire or telex constituting such Questionnaire, which
address will be supplied to the Company or the Selling Stockholders by you on
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel and the Custodian, if any counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Company and each of the Selling Stockholders. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company and the Selling Stockholders
for examination, upon request, but without warranty on your part as to the
authority of the signers thereof.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

21

Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing
and binding Power-of-Attorney which authorizes such Attorney-in-Fact to take
such action.

Very truly yours,

Casella Waste Systems, Inc.

By:
-----------------------------------------
Name:  John W. Casella
Title: President and CEO

The Selling Stockholders listed
in Schedule II hereto

By:
-----------------------------------------
Name:   John W. Casella
Title:  As Attorney-in-Fact acting
on behalf of each of the
Selling Stockholders named
in Schedule II to this Agreement.

Accepted as of the date hereof 
at New York, NY.

Goldman, Sachs & Co.,
CIBC Oppenheimer & Co., Inc.,
Donaldson, Lufkin & Jenrette
Securities Corporation

By:
----------------------
(Goldman, Sachs & Co.)

On behalf of each of the Underwriters

22

SCHEDULE I

Number of
Optional Shares
Total Number of             to be Purchased
Firm Shares              if Maximum Option
Underwriter                         to be Purchased                Exercised
-----------                         ---------------                ---------

Goldman, Sachs & Co.
CIBC Oppenheimer & Co., Inc.
Donaldson, Lufkin & Jenrette Securities Corporation

- ---------------------------

- ---------------------------

- ---------------------------

--------                     -------
Total

23

SCHEDULE II

Number of Optional
Shares to be
Total Number of                Sold if
Firm Shares               Maximum Option
to be Sold                  Exercised
----------                  ---------

The Company
The Selling Stockholders:

- -------------------------

- -------------------------

- -------------------------

Total                                                   ____________                ____________
- --------------------

24

SCHEDULE III

Stockholders subject to limited indemnity under paragraph 8(a).

25

ANNEX I

Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect
to the Company and its subsidiaries within the meaning of the Securities
Act of 1933, as amended (the "Act") and the applicable published rules and
regulations thereunder;

(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
financial forecasts and/or pro forma financial information) examined by
them and included in the Prospectus or the Registration Statement comply
as to form in all material respects with the applicable accounting
requirements of the Act and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance with
standards established by the American Institute of Certified Public
Accountants of the unaudited consolidated interim financial statements,
selected financial data, pro forma financial information, financial
forecasts and/or condensed financial statements derived from audited
financial statements of the Company for the periods specified in such
letter, as indicated in their reports thereon, copies of which have been
separately furnished to the representatives of the Underwriters (the
"Representatives") and are attached hereto;

(iii) The unaudited selected financial information with respect to
the consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the Prospectus
agrees with the corresponding amounts (after restatements where
applicable) in the audited consolidated financial statements for such five
fiscal years;

(iv) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and
on the basis of limited procedures specified in such letter nothing came
to their attention as a result of the foregoing procedures that caused
them to believe that this information does not conform in all material
respects with the disclosure requirements of Items 301, 302, 402 and
503(d), respectively, of Regulation S-K;

(v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of
the minute books of the Company and its subsidiaries since the date of the
latest audited financial statements included in the Prospectus, inquiries
of officials of the Company and its subsidiaries responsible for financial
and accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused them
to believe that:

(A) (i) the unaudited consolidated statements of income,
consolidated balance sheets and consolidated statements of cash
flows included in the Prospectus do not comply as to form in all
material respects with the

26

applicable accounting requirements of the Act and the related
published rules and regulations, or (ii) any material modifications
should be made to the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus for them to be in conformity
with generally accepted accounting principles;

(B) any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the
corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and any such
unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements included in
the Prospectus;

(C) the unaudited financial statements which were not included
in the Prospectus but from which were derived any unaudited
condensed financial statements referred to in Clause (A) and any
unaudited income statement data and balance sheet items included in
the Prospectus and referred to in Clause (B) were not determined on
a basis substantially consistent with the basis for the audited
consolidated financial statements included in the Prospectus;

(D) any unaudited pro forma consolidated condensed financial
statements included in the Prospectus do not comply as to form in
all material respects with the applicable accounting requirements of
the Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to
the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital stock
upon exercise of options and stock appreciation rights, upon
earn-outs of performance shares and upon conversions of convertible
securities, in each case which were outstanding on the date of the
latest financial statements included in the Prospectus) or any
increase in the consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net current assets or
stockholders' equity or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the
latest balance sheet included in the Prospectus, except in each case
for changes, increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter;
and

(F) for the period from the date of the latest financial
statements included in the Prospectus to the specified date referred
to in Clause (E) there were any decreases in consolidated net
revenues or operating profit or the total or per share amounts of
consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives,

27

except in each case for decreases or increases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and

(vi) In addition to the examination referred to in their report(s)
included in the Prospectus and the limited procedures, inspection of
minute books, inquiries and other procedures referred to in paragraph (v)
above, they have carried out certain specified procedures, not
constituting an examination in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives, which are derived from the
general accounting records of the Company and its subsidiaries, which
appear in the Prospectus, or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Representatives, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and have
found them to be in agreement.

28

Exhibit 5

HALE AND DORR LLP
COUNSELLORS AT LAW

60 State Street
Boston, Massachusetts 02109
(617) 526-6000 Fax (617)526-5000

June 25, 1998

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

Re:      Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of an aggregate of
5,500,949 shares of Common Stock, $.01 par value per share, of Casella Waste
Systems, Inc., a Delaware corporation (the "Company"), of which (i) up to
2,056,645 shares will be issued and sold by the Company (including 456,645
shares issuable upon exercise of an over-allotment option granted by the
Company) and 1,444,304 shares will be sold by certain stockholders (the "Selling
Stockholders") of the Company in an underwritten public offering (the "Follow-on
Shares") and (ii) 2,000,000 shares will be registered for issuance from time to
time as payment of the purchase price for certain acquisitions by the Company,
or for resale by the persons who acquire such shares in connection with such
acquisition (the "Shelf Shares", and together with the Follow-on Shares, the
"Shares").

The Follow-on Shares are to be sold by the Company and the Selling
Stockholders pursuant to an underwriting agreement (the "Underwriting
Agreement") to be entered into by and among the Company, the Selling
Stockholders and Goldman, Sachs & Co., CIBC Oppenheimer Corp. and Donaldson,
Lufkin & Jenrette Securities Corporation, as representatives of the several
underwriters named in the Underwriting Agreement, the form of which has been
filed as Exhibit 1 to the Registration Statement.

We are acting as counsel for the Company in connection with the sale by
the Company and the Selling Stockholders of the Follow-on Shares and the
registration for issuance or resale of the Shelf Shares. We have examined signed
copies of the

Casella Waste Systems, Inc.
June 25, 1998
Page 2

Registration Statement as to be filed with the Commission. We have also examined
and relied upon the Underwriting Agreement, minutes of meetings of the
stockholders and the Board of Directors of the Company as provided to us by the
Company, stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation and By-Laws of the Company, each as restated and
amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

Our opinion in clause (ii) below, insofar as it relates to the Selling
Stockholders' Follow-on Shares being fully paid, is based solely on a
certificate of the Chief Financial Officer of the Company.

We assume that the appropriate action will be taken, prior to the offer
and sale of the Follow-on Shares in accordance with the Underwriting Agreement
or the issuance of any Shelf Shares, to register and qualify the Follow-on
Shares or the Shelf Shares, as the case may be, for sale under all applicable
state securities or "blue sky" laws.

We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opining herein, we have assumed that such laws are identical to the
state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that (i)
the Follow-on Shares to be issued and sold by the Company have been duly
authorized for issuance and, when such Follow-on Shares are issued and paid for
in accordance with the terms and conditions of the Underwriting Agreement, such
Follow-on Shares will be validly issued, fully paid and nonassessable; (ii) the
Follow-on Shares to be sold by the Selling Stockholders have been duly
authorized and are validly issued, fully paid and nonassessable; and (iii) the
Shelf Shares have been duly authorized and, when issued as consideration for the
acquisitions contemplated by the Registration Statement as amended or
supplemented from time to time, will be fully paid and nonassessable.

Casella Waste Systems, Inc.
June 25, 1998
Page 3
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

/s/ HALE AND DORR LLP

HALE AND DORR LLP

AMENDMENT NO. 1

TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1, dated as of June 3, 1998 (the "Amendment"), to
the Registration Rights Agreement dated as of December 19, 1997 (the
"Agreement"), by and among Casella Waste Systems, Inc., a Delaware corporation
(the "Buyer") and the persons listed on Schedule I hereto (the "Company
Stockholders"), is entered into by said parties.

WHEREAS, the Company Stockholders (other than Maureen Winters) have
received a loan from Goldman, Sachs & Co. ("Goldman, Sachs") and have pledged
the Merger Shares owned by them as collateral therefor (the "Pledge");

WHEREAS, the Buyer has agreed to extend to Goldman, Sachs certain
benefits of the Agreement in the event Goldman, Sachs exercises its rights as
pledgee, and Goldman, Sachs, by its signature below, has agreed to become party
to the Agreement;

WHEREAS, Maureen Winters has collared 39,000 of the Registrable Shares
owned by her, with a maturity date of January 8, 1999 (the "Collar");

WHEREAS, the Company Stockholders have exercised their rights under
Section 2(a) of the Agreement to require the Buyer to effect the registration of
Registrable Shares owned by such Company Stockholders under the Securities Act,
and the Buyer is in the process of seeking to register those shares (the "Demand
Registration") pursuant to a registration statement on Form S-1 (the "Demand
Registration Statement");

WHEREAS, the Buyer and the Company Stockholders desire to amend certain
other provisions of the Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment, the parties hereto agree that certain subsections
of the Agreement shall be amended to read as indicated below.

Capitalized terms used herein which are not otherwise defined shall
have the meanings ascribed to them in the Agreement.

1. Section 3(a) is hereby amended by deleting the reference to "14
days" in the first sentence thereof and inserting "five days" in lieu thereof,
and by deleting the

-1-

reference to "10 days" in the first sentence thereof and inserting "two days" in
lieu thereof.

2. Section 4 of the Agreement is hereby deleted and the following shall
be inserted in lieu thereof:

"4. Registration Procedures.  The Buyer shall:

(a) promptly prepare and file the Demand Registration
Statement with the Commission and use its best efforts to cause the Demand
Registration Statement to become and remain effective until the earlier of the
sale of all Registrable Shares covered thereby or December 19, 1998 (the
"Termination Date"), and as expeditiously as possible prepare and file with the
Commission any amendments and supplements to the Demand Registration Statement
and the prospectus included in the Demand Registration Statement as may be
necessary to keep the Demand Registration Statement effective until the
Termination Date; provided, that (i) upon the filing by the Buyer of a
registration statement on Form S-1 or S-3 for the sale of shares of its Common
Stock (the "Follow-on Offering"), the Buyer may terminate or withdraw the Demand
Registration Statement, and (ii) if at any other time the Buyer is engaged in
any other activity which, in the good faith determination of the Buyer's Board
of Directors would be required to be disclosed in the Demand Registration
Statement and such disclosure would, in the good faith determination of the
Buyer's Board of Directors interfere with the ability of the Buyer to consummate
such transaction, then the Buyer shall have the right, by written notice to the
Company Stockholders and Goldman, Sachs, to withdraw the Demand Registration
Statement (if it is not yet effective) and/or to require that the Company
Stockholders and any pledgees of Registrable Shares cease making offers of
Registrable Shares and to return all prospectuses to the Buyer. Following such
time as (i) the Buyer and Goldman, Sachs mutually agree that the Follow-on
Offering has been abandoned, and/or (ii) the Buyer discloses such other
transaction or such other transaction is abandoned by the Buyer, the Buyer shall
promptly use its best efforts to take such actions as may be necessary to
re-register the Registrable Shares (if the Demand Registration Statement has
been terminated) and provide the Company Stockholders and Goldman, Sachs (if
Goldman, Sachs is then still the pledgee of Registrable Shares) with revised
prospectuses, and following receipt of the revised prospectuses, the Company
Stockholders and Goldman, Sachs shall be free to resume making offers of the
Registrable Shares. For purposes hereof, any such registration statement which
is filed pursuant to this paragraph to re-register the Registrable Shares shall
be deemed to be a "Demand Registration Statement".

(b) as expeditiously as possible furnish to each selling
Company Stockholder and to Goldman, Sachs (if Goldman, Sachs is then still the
pledgee of Registrable Shares) such reasonable numbers of copies of the
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as the selling
Company Stockholder or Goldman, Sachs may

-2-

reasonably request in order to facilitate the public sale or other disposition
of the Registrable Shares owned by the selling Company Stockholder;

(c) as expeditiously as possible use its best efforts to
register or qualify the Registrable Shares covered by the Demand Registration
Statement under the securities or Blue Sky laws of such states as the selling
Company Stockholders or Goldman, Sachs shall reasonably request, and do any and
all other acts and things that may be necessary or desirable to enable the
selling Company Stockholders and Goldman, Sachs to consummate the public sale or
other disposition in such states of the Registrable Shares owned by the selling
Company Stockholder; provided, however, that the Buyer shall not be required in
connection with this paragraph (c) to qualify as a foreign corporation or
execute a general consent to service of process in any jurisdiction;

(d) in connection with an underwritten public offering, to
furnish to each selling Company Stockholder and Goldman, Sachs a signed
counterpart, addressed to all such selling Company Stockholders and Goldman,
Sachs, of an opinion of counsel for the Buyer experienced in securities law
matters covering substantially the same matters with respect to the registration
statement and the prospectus as are customarily covered in opinions of issuer's
counsel delivered to underwriters in underwritten public offerings of
securities; and

(e) use its best efforts to comply with all applicable rules
and regulations of the Commission and make available to its security holders, as
soon as reasonably practicable, an earnings statement of the Buyer (in form
complying with the provisions of Rule 158 under the Securities Act) covering the
period of at least 12 months beginning with the first month following the
effective date of the registration statement.

If the Buyer has delivered preliminary or final prospectuses to the
selling Company Stockholders and/or Goldman, Sachs and after having done so the
prospectus is required to be amended to comply with the requirements of the
Securities Act, the Buyer shall promptly notify the selling Company Stockholders
and Goldman, Sachs, as the case may be, and, if requested, the selling Company
Stockholders and Goldman, Sachs shall immediately cease making offers of
Registrable Shares and return all prospectuses to the Buyer. Subject to the
provisions of Section 4(a) above, the Buyer shall promptly provide the selling
Company Stockholders and Goldman, Sachs with revised prospectuses and, following
receipt of the revised prospectuses, the selling Company Stockholders and
Goldman, Sachs shall be free to resume making offers of the Registrable Shares."

3. Section 5 of the Agreement is hereby deleted and the following shall
be inserted in lieu thereof:

-3-

"5. Allocation of Expenses. Goldman, Sachs will pay all Registration
Expenses of the Demand Registration and any other registrations under Section 2
or registrations required by Section 4(a) above (including any amendments or
supplements to the Demand Registration Statement) and the Buyer will pay all
Registration Expenses of all registrations under Section 3. For purposes of this
Section 5, the term "Registration Expenses" shall mean all expenses incurred by
the Buyer in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Buyer and of the Buyer's accountants and the fees
and expenses of one counsel selected by the selling Company Stockholders to
represent the selling Company Stockholders, state Blue Sky fees and expenses,
but excluding underwriting discounts, selling commissions and the fees and
expenses of selling Company Stockholders' own counsel (other than the counsel
selected to represent all selling Company Stockholders)."

4. Section 6 of the Agreement is hereby deleted and the following shall
be inserted in lieu thereof:

"6. (a)(i) The Buyer agrees to indemnify and hold harmless Goldman,
Sachs, each of the selling Company Stockholders and each other person, if any,
who controls Goldman, Sachs or such selling Company Stockholder (collectively,
the "Sellers' Indemnified Parties") against any losses, claims, damages or
liabilities, joint or several, to which any of the Sellers' Indemnified Parties
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement under which Registrable
Shares are registered under the Securities Act or any preliminary prospectus
included in such Registration Statement or filed with the Commission pursuant to
Rule 424(a) of the rules and regulations of the Commission under the Securities
Act (each, a "Preliminary Prospectus"), the form of final prospectus relating to
the resale of the Registrable Shares by the Company Stockholders (the
"Prospectus") in the form first filed pursuant to Rule 424(b) under the
Securities Act, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each of the Sellers' Indemnified Parties for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that (i) the Buyer shall not be liable to the
Company Stockholders or any controlling person thereof in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, Registration Statement or
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Buyer by the Company
Stockholders expressly for use therein, and (ii) the Buyer

-4-

shall not be liable to Goldman, Sachs or any controlling person thereof in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, Registration
Statement or Prospectus or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Buyer by Goldman, Sachs
expressly for use therein. Notwithstanding the foregoing, the Buyer shall have
no obligations to Goldman, Sachs under this paragraph with respect to any
Registration Statement, Preliminary Prospectus or Prospectus used in connection
with an underwritten offering of the shares of the Buyer for which there is an
underwriting agreement containing indemnification provisions for the benefit of
Goldman, Sachs.

(ii) Each of the Company Stockholders, severally and not jointly, will
indemnify and hold harmless the Buyer and Goldman, Sachs and their respective
officers and directors and each other person, if any, who controls the Buyer or
Goldman, Sachs against any losses, claims, damages or liabilities, joint or
several, to which any of such persons may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, Registration Statement or Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, Registration
Statement or Prospectus or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Buyer by such Company
Stockholder expressly for use therein; and will reimburse each such person for
any legal or other expenses reasonably incurred by such person in connection
with investigating or defending any such action or claim as such expenses are
incurred. The obligations of each Company Stockholder under this subparagraph
(a)(ii) shall be limited to an amount equal to the proceeds to each Company
Stockholder of Registrable Shares sold in connection with such registration;

(b) Goldman, Sachs will indemnify and hold harmless the Buyer and its
officers and directors and each selling Company Stockholder and each other
person, if any, who controls the Buyer or such selling Company Stockholder
against any losses, claims, damages or liabilities, joint or several, to which
any such person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus,
Registration Statement or Prospectus, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements

-5-

therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, Registration Statement or
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Buyer by Goldman, Sachs
expressly for use therein; and will reimburse each such person for any legal or
other expenses reasonably incurred by such person in connection with
investigating or defending any such action or claim as such expenses are
incurred;

(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may otherwise have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party; and

(d) If the indemnification provided for herein is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein for any reason, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportions as is appropriate to reflect not only (i)
the relative benefits received from the sale of the Registrable Shares by the
Buyer and the Company Stockholders (it being understood that any sale of the

-6-

Registrable Shares by or for Goldman, Sachs as pledgee of such shares is to
repay loans to the Company Stockholders and is therefore for their benefit) but
also (ii) the relative fault of the Buyer, the Company Stockholders and Goldman,
Sachs in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Buyer, the Company
Stockholders or Goldman, Sachs and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Buyer, the Company Stockholders and Goldman, Sachs agree that it
would not be just and equitable if contributions pursuant to this indemnity
agreement were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this paragraph. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Company Stockholders'
obligations in this subsection to contribute are several and not joint and no
Company Stockholder shall be required to contribute any amount in excess of the
proceeds to him, her or it of all Registrable Shares sold by him, her or it
pursuant to such Demand Registration Statement."

5. Section 9 of the Agreement is hereby amended by designating the
paragraph appearing therein as paragraph "(a)" and by inserting the following
paragraph after said paragraph:

"(b) Without limiting the generality of the foregoing, and in
consideration of Buyer's promises set forth herein and for other good and
valuable consideration, each of the Company Stockholders agrees that (other than
the Pledge by the Company Stockholders other than Maureen Winters and the Collar
by Maureen Winters) he, she or it will not offer, sell, contract to sell, grant
any option to sell, transfer or otherwise dispose of, directly or indirectly, or
otherwise seek to reduce or limit his, her or its economic risk of ownership in,
any shares of Common Stock of the Buyer, or securities convertible into or
exchangeable for shares of Common Stock of the Buyer, until August 31, 1998,
otherwise than (i) as a bona fide gift or a transfer effected solely for estate
planning purposes, provided the donee or transferee agrees in writing to be
bound by the terms hereof, (ii) pursuant to an effective registration statement
filed by the Buyer covering such shares (other than the Demand Registration
Statement), or (iii) with the prior written consent of the Buyer. Goldman, Sachs
& Co. agrees to be bound by the terms of the foregoing with respect to the
shares of Common Stock of the Buyer

-7-

pledged to it by any of the Company Stockholders except in connection with the
exercise of its rights as pledgee of such shares following a bona fide margin
call on such shares. Each of the Company Stockholders and Goldman, Sachs agrees
and consents to the entry of stop transfer instructions with the Buyer's
transfer agent against the transfer of shares of Common Stock held by such
persons, except in accordance with the terms of this paragraph."

6. Section 10(a) of the Agreement is hereby amended by adding the
following paragraph immediately following the provisions for notice to the
Buyer:

"If to Goldman, Sachs, at 85 Broad Street, New York, New York 10004, 
Attention: Special Execution;"

7. Section 10(c) of the Agreement is hereby deleted and the following
shall be inserted in lieu thereof:

"(c) Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Buyer and the holders of at least 50% of the Registrable
Shares; provided, however, that any such amendment or waiver shall also require
the written approval of Goldman, Sachs to the extent the same would materially
and adversely affect the rights of Goldman, Sachs herein; and provided further,
however, that this Agreement may be amended with the consent of the holders of
less than all Registrable Shares only in a manner which affects all Registrable
Shares in the same fashion. No waivers of or exceptions to any term, condition
or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision."

8. The Buyer hereby agrees that the Winters Family Partnership, as
transferee of certain of the Registrable Shares, shall have the benefit of the
Agreement, subject to the execution and delivery by the Winters Family
Partnership of a counterpart of this Amendment. By its signature below, the
Winters Family Partnership agrees to be bound by the Agreement, as amended
hereby, and is hereby deemed included within the definition of "Company
Stockholders".

9. In all other respects, the Agreement shall remain in full force and
effect.

-8-

Executed as of the date first written above.

BUYER:

CASELLA WASTE SYSTEMS, INC.

By:
---------------------------------

Title:
------------------------------

COMPANY STOCKHOLDERS:

-------------------------------------
Joseph M. Winters

-------------------------------------
Andrew B. Winters

-------------------------------------
Brigid Winters

-------------------------------------
Sean Winters

-------------------------------------
Maureen Winters

WINTERS FAMILY PARTNERSHIP

By:
----------------------------------
General Partner

-9-

GOLDMAN, SACHS & CO.

By:
---------------------------------

-10-

Schedule I
----------

List of Company Stockholders

Joseph M. Winters
Andrew B. Winters
Brigid Winters
Sean Winters
Maureen Winters
Winters Family Partnership

-11-

SECOND AMENDMENT TO
LEASE AGREEMENT

(By and Between Casella Associates and Casella Waste Management, Inc.)

Agreement made this 20th day of November, 1997, among Casella Associates, a
Vermont partnership of Rutland, Vermont (hereinafter referred to as "Lessor")
and Casella Waste Management, Inc., a Vermont corporation with a principal place
of business at Rutland, Vermont (hereinafter referred to as "Lessee"). Any and
all references within this Agreement to "the parties" shall mean the
aforementioned Lessor and Lessee.

RECITALS

Whereas, the parties entered into a Lease Agreement dated August 1,
1993 and an Amendment to Lease Agreement dated December 9, 1994 (hereinafter
collectively referred to as the "Lease Agreement") with regard to premises
located at 25 Greens Hill Lane, Rutland, Vermont (hereinafter referred to as the
"Premises"); and

Whereas, the parties wish to add the following Sections to said Lease
Agreement:

(a)      Section 14(a) - Capital Improvements, with respect to capital
improvement to be made to the premises by the Lessee; and

(b)      Section 14(b) - Lessor's Option to Purchase, with respect to
capital improvements made by Lessee.

PROVISIONS

Now therefore, in consideration of the mutual terms contained herein, the
parties agree as follows:

A.       Section 14(a) of the Lease Agreement shall be added as follows:

14(a). Capital Improvements. Capital Improvements shall be defined as
any and all improvements made to the Premises, including but not
limited to, all renovations, as well as any and all improvements made
to the real estate, including, but not limited to, paving and
landscaping.

Lessor has given Lessee consent to upgrade and make capital
improvements to the Premises to meet Lessee's immediate and future
needs, which will allow Lessee to consolidate all of their management
employees within the Premises. Said improvements commenced October,
1997 and will continue until the improvements are completed. The cost
of said capital improvements is currently estimated at $500,000.00,
which amount shall be paid by Lessee.

B. Section 14(b) of the Lease Agreement shall be added as follows:

14(b). Lessor's Option to Purchase Capital Improvements. Lessor shall
have the right to purchase from Lessee the capital improvements to the
Premises as made by Lessee in 14(a) above. The purchase price to be
paid by Lessor shall be on a declining scale based upon the net book
value of the capital improvements, depreciated on a 15-year scale
(which is the estimated life of the improvements made to Premises).
Lessor's option to purchase said capital improvements from Lessee shall
be valid until December 31, 2002. If Lessor fails to exercise its
option to purchase by December 31, 2002, Lessee shall have the right to
purchase the Premises from Lessor at the expiration of the initial term
of the Lease, on April 30, 2003, for Three Hundred Twenty-Four Thousand
Dollars ($324,000.00), which amount represents the fair market value of
the Premises prior to the capital improvements. As an example, Lessor's
purchase price of said capital improvements would be as follows:

Estimated Cost of Capital Improvements by Lessee:       $  500,000.00
Estimated Work Completion Date:                              12/31/97
Monthly Depreciation (SL @ 15 Year Life):               $    2,777.78

Lessor's Purchase Price on 12/31/98:                    $ 466,667.00
Lessor's Purchase Price on 12/31/2000:                  $ 400,000.00
Lessor's Purchase Price on 12/31/2002:                  $ 333,333.00

C. The parties agree that in all other respects, the terms and conditions of
Lease Agreement dated August 1, 1993 and the Amendment to Lease Agreement dated
December 9, 1994 shall remain in full force and effect.

2

In witness whereof, the parties hereto have set their hands and seals on the day
and year first above written.

In the presence of:                    Casella Associates (Lessor),

/s/Joseph Fusco                 By:    /s/John Casella
-----------------------------------------
John W. Casella, Partner

Casella Waste Management, Inc. (Lessee),

/s/Joseph Fusco                 By:    /s/Jerry S. Cifor
-----------------------------------------
Jerry S. Cifor, Vice President & CFO

3

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

As independent accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
prospectus.

/s/ Arthur Andersen LLP

Arthur Andersen LLP

Boston, Massachusetts

June 25, 1998

Exhibit 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
prospectus.

This consent pertains to use of the unqualified report issued on the
financial statements of H.C. Gobin, Inc. as of December 31, 1995 and 1996 and
for the years then ended.

Barrett & Dattilio, P.C.

/s/ Barrett & Dattilio, P.C.

DATE: June 24, 1998

Quechee, Vermont

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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE APRIL
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