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EXHIBIT 3.1

[LOGO]

STATE OF VERMONT

OFFICE OF SECRETARY OF STATE

I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF

CORPORATE DOCUMENTS

FOR

ALL CYCLE WASTE, INC.

JUNE 7, 2002

GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL

/s/ Deborah L. Markowitz

DEBORAH L. MARKOWITZ
SECRETARY OF STATE

[SEAL]

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ARTICLES OF INCORPORATION
OF
ALL CYCLE WASTE, INC.

The undersigned incorporator, in order to form a corporation under the
general corporation laws set forth in the Vermont Business Corporation Act,
certifies as follows:

ARTICLE I
NAME

The name of the corporation is All Cycle Waste, Inc. (the "Corporation").

ARTICLE II
REGISTERED OFFICE AND AGENT

The registered office of the Corporation is located at 199 Main Street,
City of Burlington, County of Chittenden, State of Vermont, and its registered
agent at such address is Downs Rachlin & Martin, P.C., Attention: Thomas H.
Moody, Esq.

ARTICLE III
DURATION

The period of duration shall be perpetual.

ARTICLE IV
OPERATING YEAR

The operating year shall end on the 31st day of December in each year.

ARTICLE V
NUMBER OF SHARES

The aggregate number of shares the Corporation shall have authority to
issue is 10,000 shares. common

ARTICLE VI
LIMITATION OF LIABILITY

A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for money damages for any act or omission as a
director, based upon a failure to

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discharge his or her own duties in accordance with Section 8.30 of the Vermont
Business Corporation Act, except liability for (i) the amount of a financial
benefit received by a director to which the director is not entitled, (ii) an
intentional or reckless infliction of harm on the Corporation or the
shareholders, (iii) unlawful distributions voted for or assented to in violation
of Section 6.40 of the Vermont Business Corporation Act, or (iv) an intentional
or reckless criminal act. If the Vermont Business Corporation Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Vermont
Business Corporation Act, as so amended. No amendment to or repeal of this
Article by the shareholders shall apply to or have any effect on the liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment.

ARTICLE VII
SHAREHOLDER ACTION WITHOUT A MEETING

Shareholder action required or permitted to be taken at a shareholder's
meeting may be taken without a meeting if the action is taken by the holders of
at least a majority of all of the shares entitled to vote on the action, and if
each shareholder is given prior notice of the action proposed to be taken. Each
action must be evidenced by one or more written consents describing the action
taken, signed by the holders of at least a majority of all of the shares
entitled to vote on the action and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records. Prompt notice of any action
taken with less than unanimous written consent in lieu of a meeting of the
shareholders shall be given to all shareholders entitled to vote on such action.

ARTICLE VIII
DIRECTORS

The names and mailing addresses of the persons who are to serve as the
directors of the Corporation, until the first annual meeting of shareholders or
until their successors are elected and qualified, are:

Joseph M. Winters
17 Engineers Drive
Williston, Vermont 05495

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Andrew B. Winters
11 Engineers Drive
South Burlington, Vermont 05403

James P. Winters, Jr.
11 Engineers Drive
South Burlington, Vermont 05403

ARTICLE IX
NAME AND ADDRESS OF INCORPORATOR

A. The powers of the incorporator are to terminate upon the filing of
these Articles of Incorporation.

B. The names and mailing address of the incorporator is:

Thomas H. Moody, Esq.
Downs Rachlin & Martin, P.C.
199 Main Street
P.O. Box 190
Burlington, VT 05402-0190 /s/ Thomas H. Moody
-------------------

Dated at Burlington, Vermont, in the County of Chittenden, this 26th day of
July, 1994.

ARTICLES OF INCORPORATION

OFFICE OF SECRETARY OF STATE

FILED JULY 26, 1994

/s/ Donald M Hooper
-------------------

fee of $__________ has been paid.
PAID
SECRETARY OF STATE
94 JUL 26 PM 12:57

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[ALL CYCLE, INC. LOGO]

RECYCLING FOR A HEALTHIER VERMONT

July 26, 1994

To Whom It May Concern:

All Cycle, Inc. gives permission to Joseph Winters to use the name All Cycle
Waste, Inc. doing business as All Cycle.

Sincerely,

/s/ Gerry Antonacci
Gerry Antonacci

P.O. Box 976, Williston, VT 05495 864-3615 Fax: 864-6975 [GRAPHIC]

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VERMONT SECRETARY OF STATE
LOCATION: 81 RIVER STREET MAIL: 109 STATE STREET
MONTPELIER, VT 05609-1104 (802) 828-2386

ARTICLES OF AMENDMENT

NAME OF CORPORATION ALL CYCLE WASTE, INC.

A CORPORATION MAY AMEND ITS ARTICLES OF INCORPORATION AT ANYTIME TO ADD OR
CHANGE A PROVISION THAT IS REQUIRED OR PERMITTED IN THE ARTICLES OF
INCORPORATION OR TO DELETE A PROVISION NOT REQUIRED. IF A CORPORATION HAS NOT
YET ISSUED SHARES, ITS INCORPORATORS OR BOARD OF DIRECTORS MAY ADOPT ONE OR MORE
AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION.

THE TEXT AND DATE OF EACH AMENDMENT ADOPTED. THE FOLLOWING AMENDMENT TO ARTICLE
V OF THE ARTICLES OF INCORPORATION WAS ADOPTED DECEMBER 20, 1996:

"THE AGGREGATE NUMBER OF SHARES THE CORPORATION SHALL HAVE AUTHORITY TO
ISSUE IS ONE MILLION (1,000,000) SHARES."

IF THE AMENDMENT PROVIDES FOR AN EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF
ISSUED SHARES, STATE THE PROVISIONS FOR IMPLEMENTING THE AMENDMENT IF NOT
CONTAINED IN THE AMENDMENT ITSELF.

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

IF THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS OR BOARD OF DIRECTORS, WITHOUT
SHAREHOLDER ACTION, MAKE A STATEMENT TO THAT EFFECT AND THAT SHAREHOLDER ACTION
WAS NOT REQUIRED.

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DEC 23 1996

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IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS.

(A) THE DESIGNATION, NUMBER OF OUTSTANDING SHARES, NUMBER OF VOTES ENTITLED TO
BE CAST BY EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT, AND
NUMBER OF VOTES OF EACH VOTING GROUP REPRESENTED AT THE MEETING.

5,000 COMMON SHARES, BEING ALL OF THE OUTSTANDING SHARES OF THE CORPORATION,
WERE REPRESENTED AT THE MEETING. NO SEPARATE VOTING GROUPS EXIST.

(B) EITHER THE TOTAL NUMBER OF VOTES CAST FOR AND AGAINST THE AMENDMENT BY EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT OR THE TOTAL NUMBER
OF UNDISPUTED VOTES CAST FOR THE AMENDMENT BY EACH VOTING GROUP AND A STATEMENT
THAT THE NUMBER CAST FOR THE AMENDMENT BY EACH VOTING GROUP WAS SUFFICIENT FOR
APPROVAL BY THAT VOTING GROUP.

5,000 VOTES WERE CAST FOR THE AMENDMENT: ZERO VOTES WERE CAST AGAINST. NO
SEPARATE VOTING GROUPS EXIST. THE NUMBER OF VOTES CAST, REPRESENTING UNANIMOUS
APPROVAL, WAS SUFFICIENT FOR APPROVAL OF THE AMENDMENT.

SIGNATURE /s/ Joseph M. Winters TITLE PRESIDENT DATE 12-20-96
---------------------
JOSEPH M. WINTERS

$25.00 FEE MUST BE ATTACHED.

THIS APPLICATION MUST BE TYPEWRITTEN OR PRINTED AND MUST BE FILED IN DUPLICATE.

OFFICE OF SECRETARY OF STATE

FILED DEC 23 1996

/s/ James F. Milne
------------------
FEE OF $ 25.00 HAS BEEN PAID.
PAID

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VERMONT
SECRETARY OF STATE
97 DEC 19 PM 9:28

ARTICLES OF MERGER

JC ACQUISITION, INC.
(A VERMONT CORPORATION)

INTO

ALL CYCLE WASTE, INC.
(A VERMONT CORPORATION)

Pursuant to the provisions of Sections 11.01 et seq. of the Vermont
Business Corporation Act, the undersigned corporation, All Cycle Waste, Inc.,
adopts the following Articles of Merger for the purpose of merging JC
Acquisition, Inc. into All Cycle Waste, Inc., with All Cycle Waste, Inc. as the
surviving corporation:

FIRST: The Plan of Merger, a copy of which is attached hereto and
identified as "Exhibit A", was approved by the Board of Directors and the sole
shareholder of JC Acquisition, Inc., and by the Board of Directors and
shareholders of All Cycle Waste, Inc., in the manner prescribed by Section 11.03
of the Vermont Business Corporation Act.

SECOND: As to each of the constituent corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:

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<Caption>
NUMBER OF
NUMBER VOTES
NAME OF OF SHARES DESIGNATION ENTITLED TO
CORPORATION OUTSTANDING OF CLASS BE CAST
----------- ----------- ----------- -----------

JC Acquisition, Inc. 1,000 Common 1,000
All Cycle Waste, Inc. 13,335 Common 13,335
</Table>

DEC 19 1997

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THIRD: As to each of the constituent corporations, the total number of
shares voted for and against such plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such plan, respectively, are as follows:

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<Caption>
TOTAL TOTAL
NAME OF VOTED VOTED VOTED VOTED
CORPORATION FOR AGAINST CLASS FOR AGAINST
- ----------- ----- ------- ----- ----- -------

JC Acquisition, Inc. 1,000 None Common 1,000 None
All Cycle Waste, Inc. 13,335 None Common 13,335 None
</Table>

FOURTH: The merger shall take effect upon the later to occur of (i) the
filing of Articles of Merger relating to this merger with the Secretary of State
of Vermont; or (ii) the filing of Articles of Merger for the merger of WB
Acquisition, Inc. into Winters Brothers, Inc. with the Secretary of State of
Vermont.

Dated: December 19, 1997.

JC ACQUISITION, INC.,
A VERMONT CORPORATION

BY: /s/ John W. Casella
--------------------------
JOHN W. CASELLA,
ITS PRESIDENT

ALL CYCLE WASTE, INC.,
A VERMONT CORPORATION

BY: /s/ Joseph M. Winters
--------------------------
JOSEPH M. WINTERS,
ITS PRESIDENT

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STATE OF VERMONT
CHITTENDEN COUNTY, SS.

At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOHN CASELLA, duly authorized agent of JC ACQUISITION, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of JC ACQUISITION, INC.

Before me,

/s/ Catherine Kronk
-------------------------------
Notary Public

Feb 10 '99
-------------------------------
Commission Expires

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

At Burlington, in said County, this 19 day of December, 1997, personally
appeared JOSEPH M. WINTERS, duly authorized agent of ALL CYCLE WASTE, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of ALL CYCLE WASTE, INC.

Before me,

/s/ Catherine Kronk
-------------------------------
Notary Public

Feb 10 '99
-------------------------------
Commission Expires

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EXHIBIT A

PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of the 19th day of December, 1997,
pursuant to Sections 11.01 et seq. of the Vermont Business Corporation Act by
and between JC ACQUISITION, INC., a Vermont corporation ("JC Acquisition"), and
ALL CYCLE WASTE, INC., a Vermont corporation ("All Cycle") (the two parties
being sometimes collectively referred to as the "Constituent Corporations").

WHEREAS, JC Acquisition is a corporation duly organized and existing under
the laws of the State of Vermont, with authorized capital stock of 1,000 shares
of common stock, without par value, all of which immediately prior to the
Effective Date, as defined in Section 1.5 hereof, will be issued and outstanding
and held by Casella Waste Systems, Inc., a Delaware corporation ("CWS"); and

WHEREAS, All Cycle is a corporation duly organized and existing under the
laws of the State of Vermont, with authorized capital stock of 1,000,000 shares
of common stock, with no par value, of which 13,335 shares are issued and
outstanding; and

WHEREAS, the Boards of Directors and shareholders of JC Acquisition and All
Cycle have adopted resolutions declaring advisable the proposed merger (the
"Merger") of JC Acquisition with and into All Cycle upon the terms and
conditions hereinafter set forth and more particularly set forth in an Agreement
and Plan of Merger among CWS, JC Acquisition, All Cycle, WB Acquisition, Inc.,
Winter Brothers, Inc. and the shareholders of All Cycle and Winter Brothers,
Inc. dated December 19, 1997 (the "Merger Agreement").

NOW THEREFORE, the Constituent Corporations agree to effect the Merger
provided for in this Plan of Merger (the "Plan") on the terms and conditions set
forth herein.

1. GENERAL

Section 1.1 MERGER. On the Effective Date, JC Acquisition shall be
merged into All Cycle (the "Merger"), and All Cycle will be the surviving
corporation and whose name shall continue to be All Cycle Waste, Inc.

Section 1.2 CAPITALIZATION. The number of authorized shares of
capital stock of the surviving corporation shall be 1,000 shares of common
stock, with no par value.

Section 1.3 CERTIFICATE OF INCORPORATION AND BY-LAWS. On the
Effective Date, the Articles of Incorporation of All Cycle, as in effect prior
to the Effective Date, shall be the same as the Articles of Incorporation of JC
Acquisition immediately prior to the Effective Date, except that the name of the
corporation set forth therein shall be changed to All Cycle Waste, Inc.

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More particularly, the Articles of Incorporation of the surviving corporation
shall be amended to include the following:

- Corporate Name: All Cycle Waste, Inc.

- Registered Agent: Miller, Eggleston & Cramer, Ltd.

- Address of Registered Office: 150 South Champlain Street
Burlington, VT 05401

- Operating Year: April 30 is fiscal year end

- General Corporation (T.11A)

- Number of shares corporation
is authorized to issue: 1,000 shares of common stock

- Classes of shares: N/A

- Purpose: Any lawful purpose

- Directors: John W. Casella
25 Greens Hill Lane
Rutland, VT

Douglas R. Casella
25 Greens Hill Lane
Rutland, VT

James W. Bohlig
25 Greens Hill Lane
Rutland, VT

Section 1.4 DIRECTORS AND OFFICERS. The officers and directors of
JC Acquisition shall become the officers and directors of All Cycle as of the
Effective Date.

Section 1.5 EFFECTIVE DATE. The merger shall take effect upon the
later to occur of (i) the filing of the Articles of Merger relating to the
Merger with the Secretary of State of Vermont; or (ii) the filing of Articles of
Merger for the merger of WB Acquisition, Inc. into Winters Brothers, Inc. with
the Secretary of State of Vermont (the "Effective Date"). On the Effective Date
of the Merger, the separate existence of JC Acquisition shall cease, and all of
its property rights, privileges and franchises, of whatever nature and
description, shall be transferred to, vest in and devolve upon All Cycle without
further act or deed. Confirmatory deeds, assignments or other like instruments,
when deemed desirable by All Cycle to evidence such

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transfer, vesting or devolution of any property, right, privilege or franchise,
shall at any time, or from time to time, be made and delivered in the name of JC
Acquisition by the acting officers thereof, or by the corresponding officers of
the surviving corporation, All Cycle Waste, Inc.

SECTION 2. CAPITAL STOCK OF THE SURVIVING CORPORATION. Each share of
common stock of JC Acquisition, Inc. issued and outstanding immediately prior to
the Effective Date shall, upon the Effective Date, by virtue of the merger and
without any action on the part of the holder thereof, be converted into and
represent one share of common stock of All Cycle. Each share of common stock of
All Cycle issued and outstanding immediately prior to the Effective Date shall,
upon the Effective Date, by virtue of the merger and without any action on the
part of the holder thereof, be exchanged for and converted into such number of
shares of Class A common stock of Casella Waste Systems, Inc. as is equal to the
Conversion Ratio (as such term is defined in the Merger Agreement), all as is
more specifically set forth in the Merger Agreement.

SECTION 3. MISCELLANEOUS

Section 3.1 AGREEMENT AND PLAN OF MERGER. The obligations of All
Cycle and JC Acquisition to effect the merger shall be subject to all of the
terms and conditions of the Merger Agreement, and none of the provisions of the
Merger Agreement shall be deemed to be enlarged, modified or altered in any way
by this Plan. In the event of any inconsistency between the Plan and the Merger
Agreement, the Merger Agreement shall govern. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Merger Agreement.

Dated at Burlington, Vermont, the day and year first set forth above.

JC ACQUISITION, INC.

/s/ Catherine Kronk By: /s/ John W. Casella
- -------------------- --------------------------
Witness John W. Casella, Its President

ALL CYCLE WASTE, INC.

/s/ Catherine Kronk By: /s/ Joseph M. Winters
- -------------------- --------------------------
Witness Joseph M. Winters, Its President