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[WASTE MANAGEMENT LETTERHEAD]

June 22, 2006

Via EDGAR

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

           Re:

    Waste Management, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2005

File No. 001-12154

Dear Mr. Hartz:

     Thank you for your letter of June 16, 2006. We submit the following response to your comment
(included below in italics).

Tax Matters

    1.

    In future filings, you should explain how you differentiate between your valuation
account recorded pursuant to SFAS 109 and your tax reserve account recorded pursuant to
SFAS 5. As you know the criteria for recording a valuation against a deferred tax asset is
a more likely than not standard and the criteria for recording a contingency under SFAS 5
is probable and estimable, a higher hurdle on the probability scale. We assume that the
judgments related to the valuation account are based on the assumption that all tax
positions are reasonable and the valuation relates only to those uncertainties that are
unrelated to a potential disallowance, such as the availability of appropriate taxable
income and so on.

Further, we note the following:

    •

    All but one of the tax positions included in the reserve as of January
1, 2005 represented tax uncertainties entered into in the ordinary
course of business;

    •

    You have had only one material tax position for which a deduction has
been disallowed in the past three fiscal years;

    •

    The IRS audits for the 2002-2003 tax years will not result in a disallowance

Mr. John Hartz

Securities and Exchange Commission

June 22, 2006

    •

    In general the overwhelming majority of your reserves for uncertain tax positions are ultimately
reversed.

It would appear that your threshold for recognition of the related tax assets may have been too
conservative. However you are in the best position to judge the realizability of a
financial-statement benefit for a position taken for tax-return purposes.

As you know the FASB is due to issue a final interpretation concerning this issue, which will
define the recognition criteria and provide for more transparent disclosures regarding uncertain
tax positions. We encourage you to consider the issues raised in the Exposure Draft and the
related deliberations, and to vigorously apply the appropriate accounting disclosures when the
final interpretation becomes effective, beginning in 2007.

     The Company confirms that, in future filings, it will explain how it differentiates between
its valuation account recorded pursuant to SFAS 109 and its tax reserve account recorded pursuant
to SFAS 5. Specifically, the Company intends to expand its current disclosure included in the
“Income taxes” section of its Summary of Significant Accounting Policies footnote to its financial
statements. Therefore, the requested explanations will be included in its disclosure in the
audited financial statements filed as part of its Forms 10-K. Additionally, the Company confirms
the assumptions made by the Staff regarding the Company’s judgments related to its valuation
account. Finally, the Company will continue to consider the issues raised by the FASB’s Exposure
Draft and the related deliberations and intends to fully comply with generally accepted accounting
principles, including the FASB’s interpretation concerning recognition criteria and disclosure
requirements regarding uncertain tax positions.

     If you have any questions about the Company’s response or need additional information, please
feel free to call me at (713) 512-6367.

    Very truly yours,

    /s/ Amanda K. Maki

    Amanda K. Maki

    Corporate Counsel

    cc:

    Ryan Rohn (via Facsimile 202-772-0369)

David Steiner

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