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                                                             February 12, 2020

Patrick Dovigi
President and Chief Executive Officer
GFL Environmental Holdings Inc.
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9

       Re: GFL Environmental Holdings Inc.
           Amendment No. 7 to Registration Statement on Form F-1
           February 4, 2020
           File No. 333-232731

Dear Mr. Dovigi:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our January 21,
2020 letter.

Form F-1/A Filed February 4, 2020

Capitalization, page 73

1.     We note your response to comment 2. Your response indicates that the
Unit Offering as
       well as the offering of the subordinate voting shares will be done on a
best-efforts basis;
       therefore, it appears that there is not a firm commitment for either
offering. Please further
       clarify whether they are a best-efforts minimum/maximum offering or a
best-efforts all-or-
       none offering. Given that these offerings are being done on a
best-efforts basis, please tell
       us how you determined that the proceeds from both offerings should be
reflected in the
       Capitalization Table. In your explanation regarding the Unit Offering,
please also explain
       your basis for assuming that it will take place and should be included
in the Capitalization
       Table given that your response states "to the extent it is completed."
Further, it remains
 Patrick Dovigi
GFL Environmental Holdings Inc.
February 12, 2020
Page 2
      unclear how the adjustment for the Units Offering is factually
supportable as
      contemplated by Article 11-02 of Regulation S-X given the disclosure that
readers should
      not assume completion of the Unit Offering will actually take place.
Accounting for the Units, page A-37

2.    Please expand your disclosures to further address how you determined the
appropriate
      accounting for the Units. Please specifically address:
        how you determined the purchase contract portion of the unit should be
accounted for
          as a derivative measured at fair value through profit and loss; and
        the methodology that will be used to allocate the issuance costs
between the
          amortizing note and the purchase contract.
Description of the Purchase Contracts
Waiver of Jury Trial, page A-60

3.    We note your response that the waiver of jury trial provisions in the
agreements governing
      the Units will not apply to any claim under the U.S. federal securities
laws. Please ensure
      that the waiver of jury trial provisions in the agreements governing the
Units states this
      clearly.
General

4.    We note from your response to comment 2 of our prior letter that you
intend to conduct
      the Unit Offering and the subordinate voting shares on a best efforts
basis. Please revise
      your cover page to disclose type of offering that you are conducting and
make applicable
      changes throughout your prospectus.
       You may contact Nudrat Salik, Staff Accountant, at 202-551-3692 or Al
Pavot, Staff
Accountant, at 202-551-3738 if you have questions regarding comments on the
financial
statements and related matters. Please contact Asia Timmons-Pierce, Special
Counsel, at 202-
551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other
questions.



                                                           Sincerely,
FirstName LastNamePatrick Dovigi
                                                           Division of
Corporation Finance
Comapany NameGFL Environmental Holdings Inc.
                                                           Office of
Manufacturing
February 12, 2020 Page 2
cc:       Ryan Bekkerus
FirstName LastName
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