January 11, 2007

Mail Stop 7010

Mr. Ivan L. Cairns
Executive Vice President, General Counsel and Secretary
Waste Services, Inc.
1122 International Blvd., Suite 601
Burlington, Ontario, Canada L7L 6Z8

RE:	Waste Services, Inc.
	Registration Statement on Form S-3
	Filed on December 21, 2006
	File No.:  333-139573

Dear Mr. Cairns:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comment.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Selling Stockholders, page 17

1. For any selling security holders who are not natural persons
and
not a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Act, or registered
investment fund under the 1940 Act, you must identify by footnote
or
otherwise the natural person or persons having sole or shared
voting
and investment control over the securities held by the beneficial
owner. Please refer to telephone interpretation 4S in the
Regulation
S-K section of the 1999 supplement to our "Manual of Publicly
Available Telephone Interpretations" that is available on the
Commission`s website at htt//www.sec.gov, and revise or advise.
2. The selling shareholder table should be revised to include the
correct number of shares beneficially owned after the offering, as
well as the percentage owned after the offering. For example you
indicate Westbury (Bermuda) Limited is selling fewer shares than
its
total number of shares but then you show it will own 0 shares
after
this offering.
Plan of Distribution, page21
3. If any selling security holder is a broker dealer, please
identify
it as such. Please note that the security holders who are broker-
dealers must be identified as underwriters in the prospectus. For
selling security holders who are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
being registered for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities.  If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters.

4. You indicate that the selling shareholders "may be deemed" to
be
underwriters. If any selling shareholders are registered broker-
dealers that did not receive the securities as compensation for
underwriting activities, revise to identify them as underwriters.

   As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request as least two business days in advance of the requested
effective date.

	If you have any questions regarding the above comments,
please
contact Errol Sanderson, Financial Analyst, at (202) 551-3746 or
me
at (202) 551-4667.

							Sincerely,




Pamela A. Long
							Assistant Director

Mr. Ivan R. Cains
Waste Services, Inc.
January 11, 2007
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE