SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                                 AUGUST 14, 1997
                Date of Report (Date of earliest event reported)


                             WASTE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                 NORTH CAROLINA
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)


         0-22417                                    56-0954929
   (COMMISSION FILE NO.)               (I.R.S. EMPLOYER IDENTIFICATION NO.)


               3949 BROWNING PLACE, RALEIGH, NORTH CAROLINA 27609
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (919) 782-0095
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)








ITEM 5.   OTHER EVENTS

     On August 14, 1997, the Registrant issued the following press release:


                           WASTE INDUSTRIES, INC.


WASTE INDUSTRIES, INC LETTER OF INTENT TO ACQUIRE CERTAIN BFI ASSETS

    RALEIGH, NC August 14, 1997-Waste Industries, Inc. (NASDAQ:WWIN), a 
regional, non-hazardous solid waste services company, today announced the 
signing of a letter of intent to acquire the assets of BFI's Rocky Mount and
Kinston, North Carolina waste hauling and recycling operations, excluding BFI's
medical waste business. The transaction is subject to, among other things, 
completion of due diligence, regulatory review and the signing of a definitive 
purchase agreement, which is expected to occur by the end of the third quarter.
While it is the Company's policy to issue press releases only after signing
definitive purchase agreements, this announcement is being made because of
coverage this transaction has received in local media.
    Lonnie C. Poole, Jr., Chairman and CEO of Waste Industries, stated, "The
acquisition of these BFI operations is a continuation of the the Company's 
strategy of acquiring businesses on the fringes of its existing markets. While
there can be no assurance as to the closing of this transaction," Poole said,
"the Company is aggressively pursuing it." In 1997, the Company has closed three
other acquisitions, including deals in two new markets (Charleston, South 
Carolina and Chattanooga, Tennessee).
    Waste Industries, Inc. is a regional solid waste services company providing
solid waste collection, transfer and recycling services to customers in six
states. Founded in 1970, the Company now has 20 branch locations, operates 
11 transfer stations and manages over 100 county convenience sites.
    Certain matters discussed in this press release are "forward-looking 
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the statement will 
include words such as the Company "believes," "anticipates," "expects," or 
words of similar import. Similarly, statements that describe the Company's 
future plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties 
which could cause actual results to differ materially from those currently
anticipated. Shareholders, potential investors and other readers are urged to
consider these factors carefully in evaluating the forward-looking statements
and are cautioned not to place undue reliance on such forward-looking 
statements. Additional information concerning factors that could cause 
actual results to differ materially from those in the forward-looking
statements is contained from time to time in the Company's SEC filings, 
including but not limited to the Company's prospectus dated June 5, 1997
included in its Registration Statement on Form S-1 (No. 333-25631). The 
forward-looking statements made herein are only made as of the date of this
press release and the Company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or circumstances.





                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                WASTE INDUSTRIES, INC.


                                By:  /s/ Robert H. Hall
                                     Robert H. Hall
                                     Vice President and Chief Financial Officer




Date: August 14, 1997