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October 2, 2007

Via facsimile (202) 772-9208

Mr. Timothy A. Geishecker

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington D.C., 20549

     Re: Comment Letter dated August 21, 2007 relating to Definitive 14A filed March 21, 2007 (the
“Proxy Statement”) of Waste Management, Inc. (the “Company”), File No. 001-12154

Dear Mr. Geishecker:

     In connection with your review of the Company’s Proxy Statement, we submit the following
response to the comments included in your letter of August 21, 2007. The response below includes
the original comments from your letter, in italics, followed by our responses. Please note there
is some overlap in our responses to your comments and therefore, we respectfully request that you
consider our responses in the aggregate; our revisions to our future filings will comprehensively
comply with and answer all of the requested revisions and questions.

     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.

Director Nominees, page 2

1. You discuss on page 3 that your board of directors considered certain transactions and
affiliations involving your independent directors that it concluded did not impair your directors’
independence. Please provide greater detail so as to fully describe the nature of the transactions
and arrangements. Please see Instruction 3 to Item 407(a) of Regulation S-K.

     On page 3 of the Proxy Statement, the Company stated “[t]hese transactions included the
Company, through its subsidiaries, providing waste management services in the ordinary course of
business and the Company and its subsidiaries purchasing goods and services in the ordinary course
of business.” The Company has a national presence and an extremely large customer base. As
disclosed in the biographies of the members of our Board of Directors on pages 3-4 of the Proxy
Statement, our directors serve on the boards and as executive officers of companies that also have
large presences with very large customer bases. As a result, it should be expected that these
companies would, in the ordinary course of their businesses, perform and purchase services and buy
and sell products from one another.

Mr. Timothy Geishecker

Securities and Exchange Commission

October 2, 2007

Page 2 of 8

     All of the transactions that the Company considered pursuant to Item 407(a) of Regulation S-K
involve the provision and purchase of goods and services that are provided and purchased by these
companies in their ordinary, day-to-day operations. The Company reviewed the transactions to
ensure that none of them are material or significant in nature, including a review of the dollar
amounts of the transactions. The Company’s categorical standards and NYSE rules contain certain
dollar amount thresholds for transactions involving a director who serves as an officer of another
company with which the Company does business; the dollar amounts of all of the transactions
considered fell well below such threshold amounts.

Competitive Market, page 14

2. You indicate in this section that each element of compensation should be targeted near the
median of the range for executives in similar positions with similar responsibilities at these
comparable companies. Please revise to disclose percentiles of your peer group represented by
actual compensation paid for 2006.

     We believe that compensation generally should be targeted near the median range of
compensation for executives in similar positions with similar responsibilities at comparable
companies. However, the compensation we pay to our named executive officers is at times above or
below such median ranges for several reasons. First, data used for benchmarking and comparison
purposes is dated because companies report this information on an historical basis. Additionally,
because of different compensation plan designs, the data is not always directly comparable.
Therefore, the Company’s compensation consultant makes certain adjustments and assumptions in its
valuation of the elements of compensation used for our comparisons, but we do not believe this is
an exact science. Additionally, the Company does not believe it is appropriate to simply “match”
the compensation of executives at comparable companies. Instead, consideration is given to the
competitive market, each individual’s level of experience, specific business needs and the purpose
of each element of compensation and decisions are made accordingly. The table below shows the
percentiles of competitive data each element of our named executive officers’ 2006 compensation
represent.

    Named Executive Officer1

    Comparator Group Percentiles of Elements of Compensation

    Base Salary

    Bonus

    LTIP Award Targets

    Target

    Actual

    David P. Steiner

    31st

    18th

    46th

    19th

    Lawrence O’Donnell, III

    53rd

    38th

    100th

    26th

    Robert G. Simpson

    34th

    29th

    51st

    50th

    James E. Trevathan

    46th

    64th

    86th

    20th

    Duane C. Woods

    46th

    66th

    67th

    23rd

     A discussion of the analyses used to determine these levels of compensation is provided
in response to comment 3, below. The Company confirms that it will include information regarding
the percentiles of each element of compensation in future filings.

    1

    Mr. Damico, who was a named executive officer
in the Proxy Statement in 2006, has been omitted from the responses included in
this letter. Mr. Damico left the Company mid-2006 and was named in the 2006
Proxy Statement pursuant to Item 402(a)(3)(iv) of Regulation S-K. The Company
confirms that appropriate discussion and disclosure will be made for each named
executive officer in its future filings.

Mr. Timothy Geishecker

Securities and Exchange Commission

October 2, 2007

Page 3 of 8

Elements of Compensation, page 15

3. The emphasis of your Compensation Discussion and Analysis should be an analysis of the elements
and levels of compensation paid to the named executive officers. Your disclosure lacks sufficient
quantitative or qualitative discussion of the analyses underlying the decisions to make
compensation awards. For your Compensation Discussion and Analysis, please revise to explain and
place in context why you chose to pay each element and why determinations with respect to one
element may or may not have influenced the Committee’s decisions with respect to other allocated or
contemplated awards. Please refer to Item 402(b)(1)(vi) and (vi) of Regulation S-K.

     As disclosed in the Proxy Statement, the specific analyses for each element of compensation
for our executive officers included the following:

Base salary — Base salaries for named executive officers are targeted at the median range of
competitive data to ensure we are able to both attract and retain qualified, talented individuals.
However, because level of experience is one of the factors we look at in determining appropriate
base salary, we have situations where the salary paid to a named executive may be lower than the
targeted range. The base salaries of both Mr. Steiner and Mr. Simpson in 2006 were set below the
targeted range because they received substantial increases when they moved into their current roles
and the Management Development and Compensation Committee (the “Compensation Committee”) plans to
take incremental steps to adjust their compensation toward the target. Additionally, given the
specific needs of the business at any given time, there may be a situation where the negotiations
surrounding the hiring or promotion of an individual results in a base salary that is higher than
the generally targeted median range, although this was not the case for any of our named executive
officers in 2006.

     Base salaries are used to provide a fixed amount of compensation for executives’ regular work.
In the total mix of compensation paid to executives, we believe the proportion of fixed salary
should be lower than that tied directly to Company performance in the total reward opportunity.
This is the guiding factor used in determining the different levels of the different elements of
compensation for our named executive officers. However, the design of our compensation programs is
such that annual bonuses are a percentage of base salary. Therefore, named executives with lower
than median base salaries will generally have a lower than median target bonus (although, even with
lower than median targets, the design of the bonus plan can result in higher than median payouts,
as described below). Additionally, the design of our programs is such that exceeding performance
goals for annual bonuses and long-term incentives generally means that a named executive has
performed extraordinarily well, and that fact may be considered in awarding annual merit increases.

Annual bonus —Target bonuses are a percentage of executive officers’ base salaries. The target
bonuses of each of our named executive officers fell into the median range of our comparator
group’s executives’ target bonuses except for Mr. Steiner and Mr. Simpson’s. The lower
percentiles that their target bonuses represent are a function of their lower salaries, as
discussed above. However, the Compensation Committee believes that the percentages of salary that
their target bonuses represent, 115% for Mr. Steiner and 85% for Mr. Simpson, are appropriate and
as their base salaries are increased, the value of their target bonuses should become more
comparable to their peers.

Mr. Timothy Geishecker

Securities and Exchange Commission

October 2, 2007

Page 4 of 8

     Annual bonuses are meant to provide reward opportunities for short-term performance and
achievement of financial and operational results. The performance goals that must be met in order
to earn a bonus are specifically designed to reward our named executive officers at the target
percentage of base salary to the extent the Company and the executive perform at a challenging, but
reasonable, level. This ensures competitive pay for an acceptable job. The performance goals are
further designed to enable our named executive officers to exceed (or fall short of) the
compensation paid to executives in the comparator group depending on performance. The goals are
set annually by the Compensation Committee upon consideration of the Company’s recent historical
performance; business trends; Company strategic initiatives; Company budget information; Company
forecasts; and opportunities for improved performance.

     Actual payout of the bonuses can range from 0 — 200% of target (0 — 230% of salary)
depending on performance and achievement of the goals that have been set. In 2006, actual bonuses
paid to the named executive officers ranged from 143 — 169% of target (121 — 194% of salary)
based on achievement of performance goals that exceeded expectations. The higher than target
payout of bonuses in 2006 does not affect the Compensation Committee’s analyses regarding long-term
incentive awards although, as discussed above, it is considered in determining annual merit
increases.

Long-term incentives — The Company currently grants executives performance share units and
restricted stock units under the 2004 Stock Incentive Plan. Long-term, equity-based incentives are
granted to executives to incentivize executives’ performance and align executives’ long-term
interests with those of our stockholders. PSUs were chosen as one of the forms of long-term equity
awards because they could be designed to deliver value based on (i) a specific performance measure,
which in the Company’s case is return on invested capital, and (ii) Company stock price. RSUs were
chosen for their retention value and alignment with stockholders since their ultimate value is the
Company’s stock price.

     In determining the number of PSUs and RSUs awarded to the named executive officers, the
Compensation Committee looked at the cash value of the comparison group’s long-term incentives for
executives in similar roles. The value of the long-term incentives granted to the named executive
officers in 2006 in most cases fell below the median range, as shown in response to comment 2.
However, the Compensation Committee believes the value of the target awards granted are
appropriate. The design of the PSUs, which represent 75% of the total long-term incentive awards,
allows a substantial upside potential if the Company exceeds ROIC goals and the market value of its
stock price increases; like our bonuses, for which targeted values were greatly exceeded by actual
payout based on performance in 2006, our long-term incentives give our named executive officers the
potential to earn well in excess of the target value. Given this upside potential and the
proportional value of the long-term incentives to total compensation, the Compensation Committee
believes the target values are appropriate to meet our compensation plans’ objectives of paying for
performance and providing incentives for our named executives.

     Because the design of the long-term incentives is to incentivize and reward performance,
actually exceeding or falling short of the targeted value at payout does not affect the
Compensation Committee’s analyses in determining other elements of compensation or compensation in
future periods, although, as discussed above, such performance may influence merit increases.

Mr. Timothy Geishecker

Securities and Exchange Commission

October 2, 2007

Page 5 of 8

     The Company confirms that it will revise its future filings to clarify the analyses made in
determining each element of compensation for its named executive officers.

4. Although you provide a description of how company performance affects annual compensation, we
note minimal analysis of the effect individual performance has on compensation awards. In this
regard, we also note disclosure of numerous percentages that attempt to place in context the target
awards for the executives; however it is unclear what these target goals are from your disclosure.
Please expand your disclosure to provide additional detail and analysis of how individual
performance contributed to actual 2006 compensation for the named executive officers. For example,
disclose and discuss in greater detail the achievement of the financial and operational goals
within a named executive officer’s individual area of responsibility. See Item 402(b)(2)(vii) of
Regulation S-K.

     Our named executive officers’ personal goals all are grouped into five general categories,
with the specific goals within each category related directly to the individuals’ job
responsibilities. The five categories for goals were all chosen based on the Company’s long-term
strategies and its belief that focusing on these areas will lead to overall success of the
organization. The specific goals of each executive within each category are a reflection of how
the executive can contribute to the success of the Company’s strategies represented by each
category. The five categories include:

    •

    Operational

    •

    People/Organizational Development

    •

    Strategic Planning

    •

    Environmental

    •

    Financial

     The personal goals of the named executive officers within these categories range from the very
general to the very specific, and each named executive has several goals within most categories.
Mr. O’Donnell, Mr. Trevathan and Mr. Woods’ goals are all tied to operational measures and goals
within the categories above, including such things as safety and customer service measures,
environmental stewardship and community relations. Mr. Steiner and Mr. Simpson’s goals include
additional, corporate-level mea