SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MATELICH GEORGE E (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WASTE SERVICES, INC. [ WSII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Series A Preferred Stock	12/15/2006		J4(1)	5,500(1)	D	(1)	0	I	By KEP VI, LLC(5)
Series A Preferred Stock	12/15/2006		J4(2)	49,500(2)	D	(2)	0	I	By Kelso Investment Associates VI, L.P.(5)
Common Stock	12/15/2006		J4(3)	289,474(3)(5)	A	(1)	3,137,969(4)(5)	I	By KEP VI, LLC(5)
Common Stock	12/15/2006		J4(3)	2,605,263(3)(5)	A	(2)	3,137,969(4)(5)	I	By Kelso Investment Associates VI, L.P.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to acquire)(6)	$9(7)			3			(8)	05/06/2010	Common Stock	2,145,000(7)		2,383,333	I	By Kelso Investment Associates VI, L.P.(5)
Warrants (right to acquire)(6)	$9(7)			3			(8)	05/06/2010	Common Stock	238,333(7)		2,383,333	I	By KEP VI, LLC(5)

Explanation of Responses:

1. Series A preferred stock redeemed in reclassification exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934 occurring on December 15, 2006 (the "Reclassification"). Pursuant to the Reclassification, 5,500 shares of series A preferred stock held by KEP VI, LLC (KEP VI) were redeemed and exchanged for 289,474 shares of common stock and $2,750,003 in cash. The issuance of shares of common stock was based on a per share value of the common stock of $9.50 per share.

2. Series A preferred stock redeemed in the Reclassification. Pursuant to the Reclassification, 49,500 shares of series A preferred stock held by Kelso Investment Associates VI, L.P. (KIA VI) were redeemed for 2,605,263 shares of common stock and $24,749,998.50 in cash. The issuance of shares of common stock was based on a per share value of the common stock of $9.50 per share.

3. Common stock received in the Reclassification.

4. Consists of 289,474 shares of common stock owned of record by KEP VI, 2,605,263 shares of common stock owned of record by KIA VI, 242,932 shares of common stock owned by Mr. Matelich and 300 shares of common stock owned by Mr. Matelich's children. Mr. Matelich disclaims beneficial ownership of the shares owned by his children, and this report shall not be deemed an admission that Mr. Matelich is the beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

5. Mr. Matelich may be deemed to share beneficial ownership of Series A preferred stock, common stock and warrants owned of record by KEP VI and KIA VI, by virtue of his status as a managing member of KEP VI and Kelso GP VI, LLC (GP VI), the general partner of KIA VI. Mr. Matelich disclaims beneficial ownership of the securities owned of record by KEP VI and KIA VI, and this report shall not be deemed an admission that Mr. Matelich is the beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

6. This line of this report amends the Form 3 filed by Mr. Matelich on March 12, 2004 to correct a typographical error in the expiration date of the warrants.

7. Reflects 3 to 1 reverse stock split of the issuer conducted on June 30, 2006.

8. Currently exercisable.

	James J. Connors, II, Attorney-in-fact for Mr. Matelich	02/14/2008
	** Signature of Reporting Person	Date
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