FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                             Waste Industries, Inc.

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             (Exact name of registrant as specified in its charter)


          North Carolina                                   56-0954929
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 (State of incorporation or organization)     (I.R.S. Employer
                                              Identification No.)


               3949 Browning Place, Raleigh, North Carolina 27609

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      (Address of principal executive offices)     (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class                Name of each exchange on which
          to be so registered                each class is to be registered

           None                                None


         If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]

         If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

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Securities to be registered pursuant to Section 12(g) of the Act:


                           Common Stock, no par value

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                                (Title of class)










Item 1.  Description of Registrant's Securities to be Registered

                  Incorporated by reference to the section entitled "Description
                  of Capital Stock" in the Preliminary Prospectus contained in
                  Registrant's Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission on April 22, 1997 (the
                  "Form S-1").

Item 2.  Exhibits

                  The following exhibits are filed as part of this registration
                  statement:

             *1.  Form of Articles of Incorporation of Registrant, as
                  proposed to become effective prior to effectiveness
                  of the Form S-1.

            **2.  Bylaws of Registrant.

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         *        Incorporated by reference to Exhibit 3.1 to the Form
                  S-1.

    **   Incorporated by reference to Exhibit 3.2 to the Form
                  S-1.



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                                    SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.

Date:  April 22, 1997

                                    WASTE INDUSTRIES, INC.


                                    By: /s/ Robert H. Hall

                                    Title: CFO, Secretary and Treasurer

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