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[WASTE MANAGEMENT LETTER HEAD]

July 31, 2008

Via EDGAR

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington D.C., 20549

     Re: Comment Letter dated July 2, 2008 relating to Form 10-K for the Year ended December 31,
2007 (the “10-K”) and the Definitive 14A filed March 26, 2008 (the “Proxy Statement”) of Waste
Management, Inc. (the “Company”), File No. 001-12154

Dear Mr. Hartz:

     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 July 2, 2008. 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, 2007

Risk Factors, page 12

1. In future filings, please delete the last two sentences in the final paragraph on page 12. All
material risks should be described. If risks are not deemed material, you should not reference
them.

     The Company confirms that the referenced sentences will be deleted in future filings.

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 2 of 7

Legal Proceedings, page 18

2. We note your cross-reference to Note 10 of your Financial Statements for a discussion of your
legal proceedings. If you continue this practice in future filings, please provide all information
required by Item 103 of Regulations S-K for all legal proceedings, including proceedings with
governmental authorities.

     The Company confirms that in future filings, to the extent we cross-reference the legal
proceedings as required by Item 103 of Regulation S-K to the matters described in the Commitments
and Contingencies footnote to the financial statements, we will include all information required by
Item 103 of Regulation S-K for those proceedings.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 23

3. We note you have presented free cash flow disclosures on page 24. In future filings, please
expand your disclosure to include all of the material limitations of this measure, including, but
not limited to your ability to repay your debt obligations. To find out more about this, you can
refer to Question 13 of our June 13, 2003 FAQ’s on Non-GAAP Financial Measures.

     The Company confirms that in future filings, to the extent we present free cash flow
disclosures, we will expand our disclosure to describe the material limitations of the measure.

Critical Accounting Estimates and Assumptions, page 25

Accounting for Landfills

4. We note that accounting for landfills and related costs is a critical accounting estimate and
involves many complicated assumptions. Those include the permitted and future capacity and future
investments. Because of the judgment and complexity of this issue, we urge you to consider
providing additional information and analysis. This information should be quantified and presented
in tabular formats to assist in understanding. This information would be best included with your
landfill capacity information shown on page 5. It would appear appropriate to include this
information in either MD&A, or a footnote. Specifically we request that in future filings you
provide the following:

- An analysis of your investment in landfills, showing non-depletable land, development costs,
construction-in-progress and accumulated depletion/amortization;

- An estimate of future costs to be incurred on permitted and expanded landfills;

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 3 of 7

- Show a calculation of your average per ton rates for each period presented;

- Provide narrative analysis explaining significant changes in estimates of future costs, and
changes in estimates of landfill capacity. Such narrative should be accompanied by quantified
impacts that such changes in estimates have had on the results of operations.

It appears that you may use different per ton rates for each landfill. If so, we still urge you to
consider ways in which you can quantify the impact of changes in the assumptions described above.
In other words, isolate the impact that the change in estimate of future costs had on the results
of operations, independent of acquisitions and divestitures. Quantify the impact that the net
change in estimated landfill capacity had on results of operations independent of acquisitions and
divestitures. Explain why the estimates changed.

     We agree that due to the judgment and complexity of accounting for landfills and related
costs, clear and meaningful information and analysis on this topic is extremely important for
investors. For this reason, our periodic reports include a narrative analysis explaining the
financial statement impacts of significant changes in estimates of the timing or amount of future
costs, as well as changes in the expected utilization of permitted or expansion airspace. These
disclosures can be found throughout the “Results of Operations” section of the Company’s Management
Discussion and Analysis in its periodic reports.

     We intend to address our landfill assets, asset retirement obligations and related estimates
and assumptions in a dedicated “Landfill” section of our Management’s Discussion and Analysis in
our Annual Reports on Form 10-K. We believe that much of the information and analysis necessary for
an understanding of our landfills and related costs is already included in our annual filings; but
we also agree that creating a new section within those reports devoted entirely to the subject will
be helpful to investors. By consolidating current disclosures and providing additional information
and narrative analysis, we believe investors will be provided the necessary information regarding
the financial statement impacts of changes in engineering and cost estimates.

     We have outlined our remaining responses to correspond to the specific items requested in your
comment, shown below.

Analysis of investment in landfills, showing non-depletable land, development costs,
construction-in-progress and accumulated depletion/amortization

     The Company confirms that in future annual filings we will provide a tabular analysis of
changes in the cost basis of our landfill assets and accumulated landfill amortization. In
assessing the other items within this request, we would like to note the following:

     Non-depletable land — We categorize all land that is (i) required by operating permits; (ii)
required by regulations; or (iii) expected to be required for a probable expansion permit as part
of the landfill asset. Land classified as a landfill asset is subject to amortization. Although
the

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 4 of 7

Company does invest in land that may be used for the future development of landfills, this
land is not subject to amortization. We reflect these real estate assets as “land” in our property
and equipment accounts rather than as landfill assets. We do so because the land is not associated
with permitted or probable expansion airspace and may be used for some alternate business purpose.
As a result, we respectfully note that requested information related to non-depletable land is not
applicable to the Company’s disclosures.

     Construction-in-progress — While certain of the costs incurred to make a landfill ready to
accept waste are incurred before a landfill is permitted and able to accept waste, significant
landfill capital costs are incurred over the operating life of the landfill. The amortizable basis
of a landfill asset includes projections of future costs required to develop the landfill site over
its entire expected operating life, which includes its remaining permitted and probable expansion
capacity. The Company does not separately report, either internally or externally, its landfill
assets attributable to completed construction activities versus ongoing construction and
development because all costs associated with the construction and development of a landfill over
its expected operating life are subject to immediate amortization. Therefore, we do not believe
that disclosures that distinguish between completed construction and construction-in-progress are
relevant to understanding or applicable to our investments in landfill assets. Accordingly, we
intend to continue to include construction-in-progress with all other development costs, both in
our assessment of our landfill assets and in providing the disclosure requested.

Future costs to be incurred on permitted and expanded landfills

     The Company confirms that in future annual filings we will provide additional disclosure about
the future costs to be incurred to construct and develop permitted and expansion airspace,
including information related to the estimated costs to be incurred over the next three years.

Calculation of average per ton rates

     The Company confirms that in future annual filings we will provide a tabular analysis of the
calculation of landfill amortization expense per ton.

     We also confirm that, as noted in your letter, different per ton amortization rates are
applied at each of our 277 landfills. We do intend to analyze the impact of changes in estimates
of future costs and volumes and provide disclosure on an aggregate basis when appropriate. We
also expect that in those circumstances where changes in estimates are material, either
quantitatively or qualitatively, we will provide appropriate disclosures and discussion.

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 5 of 7

Narrative analysis explaining significant changes in estimates of future costs, and changes in
estimates of landfill capacity

     We respectfully note that, as mentioned above, the Company discloses the financial statement
impacts of significant changes in estimates of the timing or amount of future costs as well as
changes in the expected utilization of permitted or expansion airspace. For example, in the
“Results of Operations” section of its Management’s Discussion and Analysis section of the 10-K,
the Company disclosed that it recognized $12 million of impairment charges in 2007 for two
landfills in its Southern Group as a result of a re-evaluation of business alternatives of one
landfill and the expiration of a contract that the Company had expected to be renewed that had
significantly contributed to the volumes of the second landfill. We believe that consolidating our
landfill-related discussions into a single section as proposed will improve our current disclosures
and aid investors in understanding these matters. Additionally, we confirm that in future Form
10-K filings we will provide additional discussion of the nature of changes in estimate in the
“Landfill” section of Management’s Discussion and Analysis.

Controls and Procedures, page 116

5. You only refer to one aspect of disclosure controls and procedures and omit the reference to
accumulation and communication to management of information. If true, please confirm
supplementally that based upon the evaluation your management, including your CEO and CFO, you also
concluded that as of December 31, 2007 your disclosure controls and procedures were effective to
ensure that information required to be disclosed is accumulated and communicated to management as
appropriate to allow timely decisions regarding required disclosure. Please include this
disclosure in future filings.

     The Company confirms that based upon the evaluation of our management, including our CEO and
CFO, as of December 31, 2007 our disclosure controls and procedures were effective to ensure that
information required to be disclosed was accumulated and communicated to management as appropriate
to allow timely decisions regarding required disclosures. The Company confirms that, in future
filings, it will include this disclosure.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

6. In future filings, please explain what “individual performance modifier” means. In addition,
please clarify whether the adjustments can go up or down.

     The Company confirms that in future filings, it will explain that the “individual performance
modifier” is a subjective, discretionary tool available to the Compensation Committee to allow it
to adjust a named executive officer’s bonus payment other wise payable

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 6 of 7

based on financial measures, by either 25% up or down if the Committee believes that the personal
performance of the executive (notwithstanding the financial measures achieved) warrants such an
adjustment to his bonus payment.

7. We note your table on page 17 relating to the annual bonuses for named executive officers. In
future filings, please disclose how the actual results achieved are correlated to the percentage of
payout earned.

     The Company confirms that in future filings, we will disclose how the actual results achieved
correlate to the percentage of payout earned.

8. On Page 20, you discuss the fact that some or all of the payout under the 2005 awards made to
“covered employees” may not be deductible for federal income tax purposes. In future filings,
please consider providing quantification so that investors can better understand what this means.

     The Company confirms that in future filings, to the extent payout of awards made to named
executives that are “covered employees” may not be deductible for federal income tax purposes, we
will provide information regarding the quantification of the loss of deductibility.

Performance Share Units, page 20

9. We note your disclosure in the last paragraph of this section that your exclusion of
extraordinary, unusual, and one-time items from calculating performance payouts is consistent with
your compensation philosophy. Please tell us, with a view toward future disclosure, which
correspondent(s) of your philosophy to which this statement refers.

     The Company believes that in certain circumstances, excluding extraordinary, unusual and
one-time items is necessary to pay-for-performance. The Company has noted that its philosophy is
designed to reward and incent performance and that one of the principles that guides the
development and design of compensation is performance-based compensation programs should be tied to
performance measures that influence stockholder value over time. As a result, it is our belief
that there are certain items, specifically those that are not tied to operational performance but
nonetheless have an effect (either positive or negative) on our financial statements, that are
properly excluded. Further, we believe that the exclusion(s) allow executives to make decisions
that are tied to the long-term value of the Company, as opposed to the short-term effect on
financial statements, which benefits stockholders.

Summary Compensation Table, page 20

10. Please provide the information requested by Item 407(e)(4) of Regulation S-K under the caption
“Compensation Committee Interlocks and Insider Participation.”

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

July 31, 2008

Page 7 of 7

     The Company has no transactions or relationships that would trigger a disclosure obligation
pursuant to Item 407(e)(4), and as a result, omitted the inform