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June 8, 2010

Via EDGAR and facsimile (703) 813-6968

Ms. Pamela A. Long

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-4631

           Re: Comment Letter dated May 24, 2010 relating to Annual Report on Form 10-K for the Year
ended December 31, 2009 filed February 16, 2010 (the “10-K”) and the Definitive Proxy Statement on
Schedule 14A filed March 29, 2010 (the “Proxy Statement”) of Waste Management, Inc. (the
“Company”), File No. 001-12154

Dear Ms. Long:

           In connection with your review of the Company’s 10-K and Proxy Statement, we submit the
following response to the comments included in your letter of May 24, 2010. The response below
includes the original comments from your letter, in italics, followed by our responses.

           We understand that you will be reviewing our response and may have additional comments. We
welcome any questions you may have and thank you for the attention devoted to our filing. Please
feel free to call us at the telephone number listed at the end of this letter.

Form 10-K for the Year Ended December 31, 2009

Exhibits and Financial Statement Schedules, page 130

1. We note that you do not appear to have publicly filed the schedules and exhibits to your credit
agreement listed as Exhibit 10.5. Please file your complete credit agreement, including all of its
schedules and exhibits, with your next periodic report or, if you wish, a current report on Form
8-K.

            The Company confirms that it will file its then current credit agreement, including all of its
schedules and exhibits, as an exhibit to its next quarterly report on Form 10-Q, if not in an
earlier current report on Form 8-K.

Ms. Pamela A. Long

Assistant Director

Securities and Exchange Commission

June 8, 2010

Page 2 of 2

Definitive Proxy Statement on Schedule 14A

Board of Directors, page 4; Non-Employee Director Compensation, page 12; Executive
Compensation, page 20

2. Please confirm that you computed the aggregate grant date fair value for stock awards reported
for your non-employee directors and your named executive officers in accordance with FASB ASC Topic
718. In addition, in future filings please disclose that you compute the fair value of equity
awards in accordance with FASB ASC Topic 718. Please refer to paragraphs (c), (d) and (k) of Item
402 of Regulation S-K.

           The Company confirms that it computed the aggregate grant date fair value for stock awards
reported for its non-employee directors and its named executive officers in its Proxy Statement in
accordance with FASB ASC Topic 718. In future filings, the Company will disclose that it has
computed the fair value of any such equity awards in accordance with FASB ASC Topic 718.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    staff comments or changes to disclosure in response to comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United
States.

          Please feel free to call me at (713) 265-1275 if you have any questions about these matters.

    Very truly yours,

/s/ John S. Tsai

John S. Tsai

Vice President, Assistant General Counsel –

Corporate & Securities

    cc:

    John C. Pope, Chairman of the Board

    Patrick W. Gross, Chairman – Audit Committee

    W. Robert Reum, Chairman – Management Development and Compensation Committee

    David P. Steiner, President and Chief Executive Officer

    Rick L Wittenbraker, SVP & General Counsel

    Robert G. Simpson, SVP & Chief Financial Officer

    Linda J. Smith, Corporate Secretary