UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A
(Rule 13d-102)

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No. 147448104

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John W. Casella

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

Inapplicable

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,260,594

6.

Shared Voting Power
58,162

7.

Sole Dispositive Power
1,260,594

8.

Shared Dispositive Power
58,162

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,318,756 shares (Consists of the following: (a) 501,494 shares of Class A Common Stock; (b) 494,100 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the conversion of Class B Common Stock; (c) 265,000 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the exercise of options; (d) 694 shares of Class A Common Stock held by Mr. Casella’s wife; and (e) 57,468 shares of Class A Common Stock held in irrevocable trusts for the benefit of Mr. Casella’s children).

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Certain Shares*

11.

Percent of Class Represented by Amount in Row (9)
5.5%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Casella Waste Systems, Inc.

(b)

Address of Issuer’s Principal Executive Offices
25 Greens Hill Lane, Rutland, Vermont 05701

Item 2.

(a)

Name of Person Filing
John W. Casella

(b)

Address of Principal Business Office or, if none, Residence
John W. Casella
c/o Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Class A Common Stock, par value $.01 per share

(e)

CUSIP Number
147448104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Inapplicable

Item 4.

Ownership:*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:    

1,318,756

Consists of the following: (a) 501,494 shares of Class A Common Stock; (b) 494,100 shares of Class A Common Stock which Mr.

Casella has the right to acquire within 60 days of December 31, 2003 upon the conversion of Class B Common Stock; (c) 265,000 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the exercise of options; (d) 694 shares of Class A Common Stock held by Mr. Casella’s wife; and (e) 57,468 shares of Class A Common Stock held in irrevocable trusts for the benefit of Mr. Casella’s children.  Mr. Casella does not have voting or investment power with respect to such shares held by his wife or such trust shares and disclaims beneficial ownership thereto.

(b)

Percent of class:   

5.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,260,594

(ii)

Shared power to vote or to direct the vote    

58,162

(iii)

Sole power to dispose or to direct the disposition of   

1,260,594

(iv)

Shared power to dispose or to direct the disposition of   

58,162

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Inapplicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Mr. Casella’s wife has the power to direct the receipt of dividends from, or the proceeds from the sale of, the 694 shares of Class A Common Stock held by her and referred to in Item 4(a) above.

The trustee of the irrevocable trusts referred to in Item 4(a) above has the power to direct the receipt of dividends from, or the proceeds from the sale of, the 57,468 shares of Class A Common Stock subject to such trusts.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Inapplicable

Item 8.

Identification and Classification of Members of the Group

Inapplicable

Item 9.

Notice of Dissolution of Group

Inapplicable

Item 10.

Certification

Inapplicable

February 13, 2004

Date

/s/ John W. Casella

Signature

John W. Casella

Name/Title