EXHIBIT 2.2 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

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                                                                     EXHIBIT 2.2

            FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

      THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this

"Amendment") is made and entered into as of the 30th day of March, 2005, between

WCA of North Carolina, L.P., a Delaware limited partnership ("WCA NC"), MRR

Southern, LLC, a North Carolina limited liability company ("Seller"), WCA Waste

Corporation, a Delaware corporation ("WCA") and WCA of Wake County, L.P., a

Delaware limited partnership ("WCA Wake").

                              STATEMENT OF PURPOSE

      WCA NC, Seller, WCA and the other parties thereto have entered into that

certain Membership Interest Purchase Agreement dated as of January 14, 2005 (the

"Purchase Agreement"), pursuant to which Seller has agreed to sell, and WCA NC

has agreed to purchase, Seller's entire membership interest in each of Material

Reclamation, LLC ("Reclamation"), Material Recovery, LLC ("Recovery"), MRR of

High Point, LLC ("High Point") and MRR Wake Transfer Station, LLC ("Wake"), each

a North Carolina limited liability company. WCA NC and Seller desire to amend

the Purchase Agreement in order to (a) substitute WCA Wake as the purchaser of

Seller's entire membership interest in each of Reclamation, Recovery and Wake,

with WCA NC continuing as the purchaser of Seller's entire membership interest

in High Point, and (b) permit Seller or any Company, as the case may be, to

distribute and assign any Excluded Asset to such designee as Seller or any such

Company may designate. Capitalized terms used herein shall have the meanings

ascribed thereto in the Purchase Agreement unless otherwise defined herein.

      NOW, THEREFORE, in consideration of the mutual promises contained herein,

and for other good and valuable consideration, the receipt, sufficiency and

adequacy of which are hereby acknowledged, the parties agree as follows:

      1. AMENDMENT WITH RESPECT TO WCA WAKE. The parties hereto hereby agree

that the Purchase Agreement is hereby amended in order to substitute WCA Wake as

the purchaser of Seller's entire membership interest in each of Reclamation,

Recovery and Wake, with