UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 8)*

WASTE INDUSTRIES USA, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

941057 10 1

                                (CUSIP Number)                                

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NUMBER 941057 10 1

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1.	Name of Reporting Person I.R.S. Identification No. of Above Person (entities only)             Lonnie C. Poole, III
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨             Not Applicable
3.	SEC Use Only
4.	Citizenship or Place of Organization             United States

Number of Shares Beneficially Owned By Each Reporting Person With   5.    Sole Voting Power                 697,706   6.    Shared Voting Power                 2,245,320   7.    Sole Dispositive Power                 697,706   8.    Shared Dispositive Power                 2,245,320

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             2,948,066
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             Not Applicable
11.	Percent of Class Represented by Amount in Row (9)             21.44%
12.	Type of Reporting Person (See Instructions)             IN

CUSIP NUMBER 941057 10 1

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Item 1(a)	Name of Issuer Waste Industries USA, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices 3301 Benson Drive, Suite 601, Raleigh, NC 27609
Item 2(a)	Name of Person Filing Lonnie C. Poole, III
Item 2(b)	Address of Principal Business Office, or, if None, Residence 3301 Benson Drive, Suite 601, Raleigh, NC 27609
Item 2(c)	Citizenship United States
Item 2(d)	Title of Class of Securities Common Stock
Item 2(e)	CUSIP Number 941057 10 1
Item 3.	Filing Pursuant to Rules 13d-1(b) or 13d-2(b)
	Not Applicable

CUSIP NUMBER 941057 10 1

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Item 4.	Ownership
	(a)	Amount Beneficially Owned: On December 31, 2005, Mr. Poole beneficially owned an aggregate of 2,948,066 shares of the Issuer’s common stock which includes (i) 684,227 shares of the Issuer’s outstanding common stock owned directly, (ii) options to purchase 13,479 shares of the Issuer’s common stock that were exercisable within sixty (60) days of December 31, 2005, (iii) 2,215,853 shares of the Issuer’s common stock held in trusts where Mr. Poole is either a trustee or a beneficiary and has shared investment power, (iv) 29,467 shares of the Issuer’s common stock held in trust for the benefit of Mr. Poole’s children, and (v) 5,040 shares of the Issuer’s common stock held by Mr. Poole’s mother as UGMA custodian for his children.
	(b)	Percent of Class: 21.44%
	(c)	See Rows (5)-(8) on Page 2. The shares as to which Mr. Poole has sole voting and dispositive power include 13,479 shares subject to currently exercisable options. The shares as to which Mr. Poole shares investment power include 2,215,853 shares held by trusts of which he is either a trustee or a beneficiary with shared investment power, and 29,467 shares of the Issuer’s common stock held in trust for the benefit of Mr. Poole’s children and grandchildren.
Item 5.	Ownership of Five Percent or Less of a Class Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable
Item 8.	Identification and Classification of Members of the Group Not Applicable
Item 9.	Notice of Dissolution of Group Not Applicable
Item 10.	Certification Not Applicable

CUSIP NUMBER 941057 10 1

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2006

Date

/s/ Lonnie C. Poole, III

Lonnie C. Poole, III