FORM 4 OMB APPROVAL
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OMB Number 3235-0287
Expires: September 30, 1998
Estimated average burden
hours per response. . . 0.5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[_] Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Wasteco Ventures Limited
Citco Building, Wickham's Cay
P.O. Box 662
Roadtown, Tortola BVI
2. Issuer Name and Ticker or Trading Symbol
Compost America Holding Company, Inc. -- CAHC
3. I.R.S. or Social Security Number of Reporting Person, if an entity
4. Statement for Month/Year
January 1998
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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______________________________
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) Date Code (A) or Disposed of (D) Securities Form: Indirect
(Month/ (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct Beneficial
Day/ Owned at (D) or Ownership
Year) End of Month Indirect (Instr. 4)
(A) (Instr. 3 (I)
or and 4) (Instr. 4)
Code V Amount (D) Price
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1/21/98 J* 89,993 A * 11,580,602 D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. (Over)
*Shares of Common Stock acquired by Reporting Person represent dividend
on Series A Preferred Stock owned by Reporting Person.
<PAGE>
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exercisable 7. Title and Amount 8. Price of
Derivative Security sion or action action Derivative and Expiration of Underlying Deriva-
(Instr. 3) Exercise Date Code Securities Date (Month/ Securities tive
Price of (Month/ (Instr.8) Acquired (A) Day/Year) (Instr. 3 and 4) Security
Derivative Day/ or Disposed (Instr.5)
Security Year) of (D)
(Instr. 3,
4 and 5) Date Expir- Amount or
Exer- ration Number of
Code V (A) (D) cisable Date Title Shares
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
(Continued)
9. Number of Derivative 10. Ownership Form of Derivative 11. Nature of Indirect Beneficial
Securities Beneficially Security: Direct (D) or Ownership (Instr. 4)
Owned at End of Month Indirect (I) (Instr. 4)
(Instr. 4)
<S> <C> <C>
</TABLE>
[FN]
Explanation of Responses:
*Shares of Common Stock acquired by Reporting Person represent dividend
on Series A Preferred Stock owned by Reporting Person.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
/s/ Peter Petrillo 4/6/98
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**Signature of Reporting Person Date
Wasteco Ventures Limited
By: Peter Petrillo
Attorney-in-Fact
