SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOUCK STEVEN F

(Last)

(First)

(Middle)

C/O WASTE CONNECTIONS INC

35 IRON POINT CIRCLE

(Street)

FOLSOM

95630

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WASTE CONNECTIONS INC/DE [ WCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2004

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/26/2004		S		3,700	D	$29.0165	0⁽¹⁾	I	See Note⁽¹⁾
Common Stock	07/26/2004		S		3,700	D	$29.0165	0⁽¹⁾	I	See Note⁽¹⁾
Common Stock	07/26/2004		M		10,000	A	$7.83	160,922	D
Common Stock	07/26/2004		S		10,000	D	$29.9896	150,922	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.83	07/26/2004		M			10,000⁽²⁾	12/06/2000⁽³⁾	12/06/2009	Common Stock	10,000	$0⁽⁴⁾	10,499	D

Explanation of Responses:

1. The transactions reported were effected in the accounts of irrevocable trusts, one each for the benefit of the reporting person's two sons. The reporting person is not the trustee of the trusts nor does he have investment control over the securities held by such trusts. The reporting person disclaims beneficial ownership of the shares held in the trusts.

2. On May 26, 2004, Waste Connections Inc. ("WCI") declared a stock dividend, payable on June 24, 2004 to all holders of record of common stock on June 10, 2004 of one-half a share of common stock for each share of common stock outstanding. As a result the reporting person received 3,333 additional shares of common stock on June 24, 2004. At the same time, pursuant to anti-dilution provisions of WCI's 1997 Stock Option Plan, an option for 13,666 shares of common stock held by the reporting person on June 24 became exercisable for 20,499 shares.

3. Option for 60,000 shares, 1/3 exercisable 12/6/2000, 12/6/2001 and 12/6/2002.

4. The zero in Table II, Column 8 is a placeholder only that is required by the EDGAR software and should be disregarded.

	Steven F. Bouck	07/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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