SecProbe.io

CORRESP
 1
 filename1.htm

 waste
management, inc.

 WASTE
MANAGEMENT HOLDINGS, INC.

 800 Capitol Street, Suite 3000

 Houston, Texas 77002

 May 20, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Request for Acceleration of Effectiveness of Waste Management, Inc.'s and Waste Management
Holdings, Inc.'s Registration Statement on Form S-4 (File No. 333-287083) filed on May 8, 2025.

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Waste Management, Inc. and Waste Management Holdings, Inc. hereby request that
the effectiveness of the Registration Statement on Form S-4 (File No. 333-287083) (the " Registration Statement ")
be accelerated so that the Registration Statement will become effective on May 22, 2025, at 4:00 p.m. Eastern time, or as soon
thereafter as practicable.

 Please contact Clinton W. Rancher
or Parker Hinman of Baker Botts L.L.P. at (713) 229-1820 or (713) 229-1924, respectively, if you have any questions regarding this request,
and please notify either of them when this request for acceleration has been granted.

 [ Signature Page Follows ]

 Very truly yours,

 Waste Management, Inc.

 By:
 /s/ Leslie K. Nagy

 Name: Leslie K. Nagy

 Title: Vice President and Treasurer

 Waste Management
 Holdings, Inc.

 By:
 /s/ Leslie K. Nagy

 Name: Leslie K. Nagy

 Title: Vice President and Treasurer

 cc:           Clinton
W. Rancher, Baker Botts L.L.P.

 Parker Hinman, Baker Botts
L.L.P.

 [ Signature
Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 Waste
management, inc.

 WASTE
MANAGEMENT HOLDINGS, INC.

 800 Capitol Street, Suite 3000

 Houston, Texas 77002

 May 20, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:
 Waste Management, Inc.

 Registration Statement on Form S-4

 Filed May 8, 2025

 File No. 333-287083

 Ladies and Gentlemen:

 In
connection with the above referenced Registration Statement (the " Registration Statement ") relating to
the registration by Waste Management, Inc. (the " Issuer ") and Waste Management Holdings, Inc. as the additional
guarantor registrant (the " Guarantor ", and together with the Issuer, the " Registrants ")
under the Securities Act of 1933, as amended (the " Securities Act "), of $485,084,000 aggregate principal amount
of the Issuer's 3.875% Senior Notes due 2029 (the " Exchange Notes ") to be offered by the Issuer in exchange
(the " Exchange Offer ") for a like principal amount of the Issuer's issued and outstanding 3.875% Senior
Notes due 2029 and the guarantees of such Exchange Notes by the Guarantor, the Registrants hereby confirm and represent as follows:

 1. The
Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the
 " Staff ") set forth in Exxon Capital Holdings Corporation , SEC No-Action Letter (available May 13, 1988),
 Morgan Stanley & Co. Incorporated , SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling , SEC No-Action
Letter (available July 2, 1993) and similar no-action letters (collectively, the " SEC No-Action Letters ").

 2. The
Registrants have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer
to distribute those Exchange Notes following completion of the Exchange Offer. The Registrants are not aware of any person that will participate
in the Exchange Offer with a view to distribute the Exchange Notes.

 3. The
Registrants will disclose to each person participating in the Exchange Offer that if such participant acquires the Exchange Notes for
the purpose of distributing them, such person (a) cannot rely on the Staff's interpretive position expressed in the SEC No-Action
Letters, and (b) must comply with the registration and prospectus delivery requirements of the Securities Act, in order to resell Exchange
Notes, and be identified as an underwriter in the prospectus.

 4. The
Registrants will include in the letter of transmittal an acknowledgement to be executed by each person participating in the Exchange Offer
that such participant does not intend to engage in a distribution of the Exchange Notes. In addition, the Registrants will include in
the letter of transmittal an acknowledgement for each person that is a broker-dealer exchanging securities it acquired for its own account
as a result of market-making activities or other trading activities that such broker-dealer will satisfy any prospectus delivery requirements
in connection with any resale of Exchange Notes received pursuant to the Exchange Offer. The letter of transmittal will also include a
statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

 Please contact Clinton W. Rancher or Parker Hinman
of Baker Botts L.L.P. at (713) 229-1820 or (713) 229-1924, respectively, with any questions or comments regarding the foregoing.

 [ Signature Page Follows ]

 Very truly yours,

 Waste Management,
 Inc.

 By:
 /s/ Leslie K. Nagy

 Name:
 Leslie K. Nagy

 Title:
 Vice President and Treasurer

 Waste Management
 Holdings, Inc.

 By:
 /s/ Leslie K. Nagy

 Name:
 Leslie K. Nagy

 Title:
 Vice President and Treasurer

 cc:
 Clinton W. Rancher, Baker Botts
 L.L.P.

 Parker Hinman, Baker Botts L.L.P.

 [ Signature Page to Exxon Capital Letter ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Mark A. Lockett
President
WASTE MANAGEMENT, INC.
800 Capitol Street, Suite 3000
Houston, Texas 77002

 Re: WASTE MANAGEMENT, INC.
 Registration Statement on Form S-4
 Filed May 8, 2025
 File No. 333-287083
Dear Mark A. Lockett:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Clinton W. Rancher, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 30, 2022
Devina A. Rankin
Chief Financial Officer
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, TX 77002
Re:Waste Management, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 15, 2022
File No. 001-12154
Dear Ms. Rankin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

[Waste Management, Inc. Letterhead]

March 29, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attention: Steve Lo and Raj Rajan

​

Re: Waste Management, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 15, 2022
File No. 001-12154

​

Dear Mr. Lo and Mr. Rajan:

We are responding to a comment received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated March 22, 2022, relating to the above-referenced filing (the “Form 10-K”) of Waste Management, Inc. (the “Company”). We propose to address the Staff’s comment in this response letter and will amend the filing of our Form 10-K for the year ended December 31, 2021 accordingly. For your convenience, our response is prefaced by the text of the comment.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 127

 1. Please amend your filing to include a revised management’s report on internal control over financial reporting with a statement as to whether or not your internal control over financial reporting is effective. Refer to Item308(a) of Regulation S-K.

​

Response:

Amended Item 9A Controls and Procedures. Management’s Report on Internal Control Over Financial Reporting, page 127

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

March 29, 2022

Page 2

​

The Company will include the following statement in Management’s Report on Internal Control Over Financial Reporting within a Form 10-K/A for the year ended December 31, 2021:

​

“Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.”

​

The Company intends to file the amendment to the Form 10-K on March 29, 2022.

​

*     *     *     *

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 Staff 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.

If you have any questions regarding our response, please contact the undersigned at (713) 328-7438.

Sincerely,

/s/ Leslie K. Nagy

Mrs. Leslie K. Nagy

Vice President & Chief Accounting Officer

cc:Waste Management, Inc.:

Mr. William B. Plummer, Chairman – Audit Committee

Mr. Thomas H. Weidemeyer, Chairman of the Board

Mr. James C. Fish, Jr., President & Chief Executive Officer

Ms. Devina A. Rankin, Executive Vice President & Chief Financial Officer

Mr. Charles C. Boettcher, Executive Vice President, Corporate Development & Chief Legal Officer

United States securities and exchange commission logo
March 22, 2022
Devina A. Rankin
Chief Financial Officer
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, TX 77002
Re:Waste Management, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 15, 2022
File No. 001-12154
Dear Ms. Rankin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Item 9A. Controls and Procedures
Management's Report on Internal Control Over financial Reporting, page 127
1.Please amend your filing to include a revised management’s report on internal control
over financial reporting with a statement as to whether or not your internal control
over financial reporting is effective.  Refer to Item 308(a) of Regulation S-K.

 FirstName LastNameDevina A. Rankin
 Comapany NameWaste Management, Inc.
 March 22, 2022 Page 2
 FirstName LastName
Devina A. Rankin
Waste Management, Inc.
March 22, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

July 30, 2018
Devina Rankin
Chief Financial Officer
WASTE MANAGEMENT INC
1001 Fannin Street
Houston, Texas 77002
Re:WASTE MANAGEMENT INC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 15, 2018
File No. 001-12154
Form 10-Q for the Fiscal Quarter Ended March 31, 2018
Filed April 23, 2018
File No. 001-12154
Dear Ms. Rankin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

[WM Letterhead]

July 13, 2018

Via Federal Express and EDGAR

Mr. Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Waste   Management, Inc.

Form 10-K   for the Fiscal Year Ended December 31, 2017

Filed   February 15, 2018

File   No. 1-12154

Form 10-Q   for the Fiscal Quarter Ended March 31, 2018

Filed   April 23, 2018

File   No. 1-12154

Dear Mr. O’Brien:

We are responding to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated July 6, 2018 relating to the above-referenced filings of Waste Management, Inc. (the “Company”).  We propose to address the Staff’s comments in this response letter and, on an ongoing basis, in our future annual and quarterly reports on Forms 10-K and 10-Q.  For your convenience, our responses are prefaced by the text of the corresponding comment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2018

Note 3. Debt, page 9

1.              As of March 31, 2018, you had $2.2 billion of debt maturing within the next 12 months of which $1.1 billion was classified as long-term because of your intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under your $2.25 billion revolving credit facility. Given your disclosures on page 10 indicate that there was unused and available credit capacity of only $629 million as of March 31, 2018, please help us further understand how you determined that it was appropriate to classify $1.1 billion as long-term debt. Please provide us with your analysis pursuant to ASC 470-10-45-12A through 45-20 as of March 31, 2018.

Response:

On a quarterly basis, we assess our debt classification for reporting purposes in accordance with ASC 470-10-45-14, Intent and Ability to Refinance on a Long-Term Basis, which provides that short-term obligations shall be excluded from current liabilities only if (1) the Company intends to refinance the obligation on a long-term basis and (2) the Company’s intent to refinance the short-term obligation on a long-term basis is supported by an ability to consummate the refinancing with either a post-balance-sheet-date issuance of a long-term obligation or a financing agreement that clearly permits the Company to refinance the short-term obligation on a long-term basis on terms that are readily determinable.

The $1.1 billion of debt maturing in the next 12 months that was classified as long-term as of March 31, 2018 was comprised of: 1) $495 million of outstanding commercial paper borrowings, which are directly supported by the Company’s $2.25 billion revolving credit facility (the “Facility”) and were, therefore, subtracted from the measurement of available credit capacity of the Facility and 2) $629 million of other current obligations.  The Company’s classification of these borrowings as long-term is based on management’s assessment of the Company’s intent and ability to refinance these borrowings on a long-term basis.  The specific application of ASC 470-10-45 to these assessments is outlined below.

Intent:

Our quarterly analysis of the $2.2 billion of short-term obligations outstanding as of March 31, 2018 reflected that the Company had the intent to refinance or maintain $1.326 billion of such obligations on a long-term basis, as set forth below:

1)             Borrowings Outstanding under the Commercial Paper Program — Total borrowings outstanding under the commercial paper program were $989 million as of March 31, 2018. We intend to repay approximately $494 million of this outstanding balance within the next 12 months with projected excess cash flow from operations of the business.  Management intends to maintain the remaining $495 million of outstanding borrowings on a long-term basis under the Facility.

2)             Tax-Exempt Bonds Subject to Remarketing within 12 Months — As of March 31, 2018, we intend to effectively re-price the $831 million of tax-exempt bonds that require remarketing within the next 12 months.  In the event that a remarketing is not successful, we intend to use available capacity under the Facility to meet our put obligation with respect to such tax-exempt bonds, effectively refinancing this indebtedness on a long-term basis until a successful remarketing could be accomplished.

2

Ability:

In order to support the exclusion of a short-term obligation from current liabilities, ASC 470-10-45-14 provides that an existing financing agreement must meet the following criteria:

·      The financing agreement may not expire within one year of the balance sheet date,

·      The financing agreement may not be cancelable by the lender within one year of the balance sheet date,

·      There may not be any violations or expected violations of provisions set forth by the financing agreement, and

·      The lender with which the Company has entered into the financing agreement is financially capable of honoring the agreement.

The Facility meets all of the above criteria of an existing financing agreement.  Accordingly, it may be relied upon to support our determination that the Company has the ability to refinance current obligations on a long-term basis.

As of March 31, 2018, there were $28 million of borrowings outstanding under the Facility.  We had $603 million of letters of credit issued and $990 million of outstanding borrowings under our commercial paper program (excluding the related discount on issuance), both supported by this Facility, leaving unused and available credit capacity of $629 million as of March 31, 2018.

In accordance with ASC 470-10-45-19, we also reviewed forecasted capacity under the Facility for the next 12 months to appropriately consider any 1) expected increases in letter of credit requirements of the business; 2) expected reallocation of outstanding letters of credit to the Facility as a result of changes in availability under alternative letter of credit facilities or resources and 3) expected net borrowings or repayments of outstanding advances or commercial paper. Based on this analysis, the minimum available forecasted capacity under the Facility during the next 12 months, which may be used to demonstrate the Company’s ability to refinance short-term obligations on a long-term basis, was projected to be $629 million, the current available credit capacity as of March 31, 2018.

Conclusion:

Based upon the above, we concluded that the Company had the intent to refinance or maintain $1.326 billion of short-term obligations on a long-term basis.  Of this amount, the Company had the ability 1) to maintain $495 million of advances currently outstanding under the commercial paper program on a long-term basis and 2) to use up to $629 million of forecasted available credit capacity under the Facility to refinance its other current obligations as of March 31, 2018 as they come due, if alternate long-term debt instruments are not issued.

3

Prospective Disclosure Revision:

In order to avoid future confusion and better clarify that the amount of current obligations reclassified as long-term does not exceed available capacity under the Facility, we propose to separately set forth reclassified existing borrowings that have already been subtracted from the available capacity under the Facility, as is the case with the commercial paper borrowings.  By way of example, and subject to further revision and refinement, we propose to provide the disclosure set forth below in future filings, including insertion of the new underlined sentence.

Debt Classification

As of March 31, 2018, we had $2,180 million of debt maturing within the next 12 months, including (i) $989 million of short-term borrowings under our commercial paper program; (ii) $831 million of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities; (iii) $233 million of other debt with scheduled maturities within the next 12 months, including $181 million of tax-exempt bonds; (iv) C$128 million, or $99 million, of borrowings under our Canadian term loan and (v) $28 million of borrowings under our long-term U.S. credit facility (“$2.25 billion revolving credit facility”). Of the $989 million of short-term borrowings outstanding under our commercial paper program as of March 31, 2018 that are supported by our $2.25 billion revolving credit facility, we have the intent and ability to refinance or maintain $495 million of these borrowings on a long-term basis, and we have classified these amounts as long-term debt. As of March 31, 2018, we have classified $1,124 an additional $629 million of this debt as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $2.25 billion revolving credit facility, as discussed below. The remaining $1,056 million is classified as current obligations.

As of March 31, 2018, we also have $328 million of variable-rate tax-exempt bonds that are supported by letters of credit. The interest rates on our variable-rate tax-exempt bonds are generally reset on either a daily or weekly basis through a remarketing process. All recent tax-exempt bond remarketings have successfully placed Company bonds with investors at market-driven rates and we currently expect future remarketings to be successful. However, if the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we have the intent and ability to refinance these bonds on a long-term basis as supported by the forecasted available capacity under our $2.25 billion revolving credit facility, as discussed below. Accordingly, we have also classified these borrowings as long-term in our Condensed Consolidated Balance Sheet as of March 31, 2018.

4

Liquidity and Capital Resources, page 40

2.              We note that you reported a working capital deficit as of December 31, 2016, December 31, 2017, and March 31, 2018. We also note that you are relying on the remaining availability under your primary revolving credit facility to support your intent and ability to refinance your short-term debt on a long-term basis as of March 31, 2018. In this regard, please expand your disclosures to address your consideration of both the working capital deficit as well as the availability under your credit agreements in determining that your sources of cash will be sufficient to meet your cash and liquidity requirements over the next twelve months.

Response:

While a working capital deficit can, in some instances, be an indicator of liquidity concerns, the Company generally elects to maintain a working capital deficit in its normal course of business due to the strong and consistent cash from operations of the business.  Cash from operations meaningfully exceeds the near-term working capital needs of the business as well as other recurring investing and financing activities. In order to better clarify management’s outlook for liquidity, including its ability to meet working capital needs, we intend to complement existing disclosures as proposed.  By way of example, and subject to further revision and refinement, we propose to provide the disclosure set forth below in future filings.

Prospective Expanded Disclosure:

Liquidity and Capital Resources

The Company consistently generates cash flow from operations that meets and exceeds its working capital needs, the payments of its dividend and investment in the business through capital expenditures and acquisitions.  We continually monitor our actual and forecasted cash flows, our liquidity and our capital resources, enabling us to plan for our present needs and fund unbudgeted business activities that may arise during the year as a result of changing business conditions or new opportunities. The Company believes that its investment grade credit ratings, large value of unencumbered assets and modest leverage enable it to obtain adequate financing to meet its ongoing capital, operating and other liquidity requirements.

5

*     *     *     *

If you have any questions regarding our response, please contact the undersigned at (713) 328-7438.

Sincerely,

/s/ Leslie   K. Nagy

Mrs. Leslie   K. Nagy

Vice   President & Chief Accounting Officer

cc:                                Ms. Tracey McKoy, United States Securities and Exchange Commission

Mr. Nudrat Salik, United States Securities and Exchange Commission

Waste Management, Inc.:

Mr. Patrick W. Gross, Chairman — Audit Committee

Mr. Thomas H. Weidemeyer, Chairman of the Board

Mr. James C. Fish, Jr., President & Chief Executive Officer

Ms. Devina A. Rankin, Senior Vice President & Chief Financial Officer

Mr. Charles C. Boettcher, Senior Vice President & Chief Legal Officer

6

July 6, 2018
Devina Rankin
Chief Financial Officer
WASTE MANAGEMENT INC
1001 Fannin Street
Houston, Texas 77002
Re:WASTE MANAGEMENT INC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 15, 2018
File No. 001-12154
Form 10-Q for the Fiscal Quarter Ended March 31, 2018
Filed April 23, 2018
File No. 001-12154
Dear Ms. Rankin:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Period Ended March 31, 2018
Note 3. Debt, page 9
1.As of March 31, 2018, you had $2.2 billion of debt maturing within the next 12 months of
which $1.1 billion was classified as long-term because of your intent and ability to
refinance these borrowings on a long-term basis as supported by the forecasted available
capacity under your $2.25 billion revolving credit facility.  Given your disclosures on
page 10 indicate that there was unused and available credit capacity of only $629 million

 FirstName LastNameDevina Rankin
 Comapany NameWASTE MANAGEMENT INC
 July 6, 2018 Page 2
 FirstName LastName
Devina Rankin
WASTE MANAGEMENT INC
July 6, 2018
Page 2
as of March 31, 2018, please help us further understand how you determined that it was
appropriate to classify $1.1 billion as long-term debt.  Please provide us with your
analysis pursuant to ASC 470-10-45-12A through 45-20 as of March 31, 2018.
Liquidity and Capital Resources, page 40
2.We note that you reported a working capital deficit as of December 31, 2016, December
31, 2017, and March 31, 2018.  We also note that you are relying on the remaining
availability under your primary revolving credit facility to support your intent and ability
to refinance your short-term debt on a long-term basis as of March 31, 2018.  In this
regard, please expand your disclosures to address your consideration of both the working
capital deficit as well as the  availability under your credit agreements in determining that
your sources of cash will be sufficient to meet your cash and liquidity requirements over
the next twelve months.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tracey McKoy, Staff Accountant at (202) 551-3772 or, in her absence
Nudrat Salik, Staff Accountant at (202) 551-3692 or, Terence O'Brien, Accounting Branch
Chief, at (202) 551-3355 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

August 31 , 2016

Mail Stop 4631

Via E -Mail
Waste Management, Inc.
Mr. James Fish Jr.
Chief Financial Officer
1001 Fannin Street
Houston, TX 77002

Re: Waste Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 18, 2016
Form 10 -Q for the Fiscal Quarter Ended June 30, 2016
Filed July 27, 2016
File No. 1-12154

Dear Mr. Fish:

We have completed our review of your filing.  We remind you that our comments or changes to
disclosure in response to our comments do not foreclose the Commission from taking any action
with respect to the company or the filing and the company may not assert staff comments as a
defense in any proceeding initiated by the Com mission or any person under the federal securities
laws of the United States.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing include the information the
Securities Exchan ge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 [WASTE MANAGEMENT LETTERHEAD]

August 18, 2016

 Via FedEx and EDGAR

 Mr. Terence O’Brien

 Accounting
Branch Chief

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
Waste Management, Inc.

 Form 10-K for the Year Ended December 31, 2015

Filed February 18, 2016

Form 10-Q for the Fiscal Quarter Ended June 30, 2016

Filed July 27, 2016

File No. 1-12154

 Dear
Mr. O’Brien:

 We are responding to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”) issued July 29, 2016 relating to the above-referenced filings (the “Form 10-K” and “Form 10-Q”) of Waste Management, Inc. (the “Company”). We propose to address the Staff’s
comments in this response letter. For your convenience, our responses are prefaced by the text of the corresponding comment.

 Form 10-K for the Year
Ended December 31, 2015

 Critical Accounting Estimates and Assumptions, page 36

Goodwill, page 39

1.
Please tell us whether you have any reporting units with material goodwill at risk of failing step one of your goodwill impairment test, including goodwill included in your “other” reportable segment. For each
such reporting unit, please provide the following disclosure:

•

Percentage by which fair value exceeded carrying value as of the date of the most recent test;

•

Amount of goodwill allocated to reporting unit;

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

  Page
 2

•

Description of the methods and key assumptions used and how the key assumptions were determined;

•

Discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery in a
particular business from a downturn within a defined period of time); and

•

Description of the potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

 The Company’s goodwill impairment test
completed prior to the filing of the Form 10-K confirmed that the Company does not have any reporting units with material goodwill at risk of failing step one of such test.

As of the October 1, 2015 impairment test, the Company had $5,781 million of goodwill related to the 17 Areas that make up our Solid Waste reportable
segment. In each of these 17 Areas, the fair values of the reporting units exceeded such unit’s equity carrying value by more than 30%.

Goodwill included in the Company’s “other” reportable segment as of October 1, 2015 was $105 million, or less than 2% of total
goodwill. The fair value of equity for each reporting unit included in this segment exceeded the carrying value of equity by more than 20%, except for one reporting unit with an immaterial amount of goodwill, in which case fair value exceeded equity
carrying value by 9%. No reporting unit in any reportable segment failed step one as a result of the completion of our October 1, 2015 impairment test.

Form 10-Q for the Fiscal Quarter Ended June 30, 2016

Notes to the Condensed Consolidated Financial Statements, page 6

2.
Please provide the required disclosures for cost-method investments pursuant to ASC 325-20-50-1.

 Response:

 We have not provided these disclosures in our Form 10-Q because the Company does not have material cost-method investments. We address the
Company’s cost-method investments in our Form 10-K, disclosing that the Company’s cost-method investments as of December 31, 2015 totaled $174 million. As of June 30, 2016, this amount was further reduced to $139 million,
primarily as a result of two impairments disclosed in the Form 10-Q. As a result, the Company believes that any added disclosure related to cost-method investments under ASC 325-20-50-1 would not provide investors with meaningful additional
disclosure and respectfully proposes to continue its current practice with respect to cost-method investment disclosures.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

  Page
 3

 Controls and Procedures, page 48

3.
We note your disclosure on page 23 that you identified and corrected an error in your condensed consolidating financial information. Please tell us whether you considered this matter in determining the effectiveness of
your disclosure controls and procedures.

 Response:

We confirm that we did consider this matter and concluded that it did not affect our current and previous conclusions regarding the effectiveness of the
Company’s disclosure controls and procedures. As disclosed in the Form 10-Q, “In conjunction with the preparation of our June 30, 2016 Condensed Consolidating Balance Sheet, we identified and corrected the presentation of $126 million
of tax-exempt bonds previously reported in Non-Guarantor Subsidiaries’ rather than WM’s “Long-term debt, less current portion,” which had corresponding impacts on “Investments in and advances to affiliates” and
“Due to affiliates.” This immaterial correction has been reflected in our June 30, 2016 Condensed Consolidating Financial Statements.”

During the fourth quarter of 2015, the Company refinanced certain tax-exempt bonds that had been issued by various non-guarantor subsidiaries and that had
been correctly classified as such for disclosure purposes. In connection with the refinancing, this non-guarantor subsidiary debt was repaid and new tax-exempt bonds were issued by the parent, Waste Management, Inc. The Company’s previous
financial reporting of these debt transactions incorrectly reflected that the refinancing was achieved with new non-guarantor subsidiary indebtedness and, therefore, that there was no change in the classification of outstanding indebtedness.

 While this immaterial debt misclassification was not detected sooner, it was identified through the execution of the Company’s existing
controls in the second quarter of 2016. We evaluated the error both quantitatively and qualitatively and concluded it to be immaterial. We further concluded that the controls, as designed and as in effect at such time, appropriately mitigated the
risk of a material misstatement through additional monitoring performed for the Company’s material debt transactions. We evaluated the classification of all Company debt, including the immaterial tax-exempt bonds, and identified only the
misclassification disclosed in the Form 10-Q.

 To strengthen our controls and reduce the possibility of a similar issue in the future, an
appropriate process change has been implemented by the Company. As a result, in connection with all future debt issuances and refinancings, the Company’s Corporate Accounting function is now required to validate its debt classification
selection with official source documentation, such as an offering statement or prospectus supplement.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

  Page
 4

 *    *    *    *

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 Staff 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.

If you have any questions regarding our response, please contact the undersigned at (713) 394-2360.

Sincerely,

/s/ Don P. Carpenter

Mr. Don P. Carpenter

Vice President & Chief Accounting Officer

cc:
Ms. Tracey McKoy, United States Securities and Exchange Commission

Mr. David Korvin, United States Securities and Exchange Commission

Ms. Pamela Long, United States Securities and Exchange Commission

 Waste Management,
Inc.:

 Mr. Patrick W. Gross, Chairman – Audit Committee

Mr. W. Robert Reum, Chairman of the Board

Mr. David P. Steiner, Chief Executive Officer

Mr. James C. Fish, Jr., President & Chief Financial Officer

Mr. Barry H. Caldwell, Senior Vice President, Corporate Affairs & Chief Legal Officer

Mr. Darren Shade, Vice President – Accounting

CORRESP
1
filename1.htm

CORRESP

 [WM Letterhead]

August 1, 2016

 Via EDGAR

Mr. Terrence O’Brien

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Washington
D.C. 20549

 Re:

Waste Management, Inc.

Letter Issued July 29, 2016

Form 10-K for the Year Ended December 31, 2015

 Filed February 18, 2016

 Form 10-Q for the
Period Ended June 30, 2016

 Filed July 27, 2016

File No. 1-12154

 Dear Mr. O’Brien:

Waste Management, Inc. has received the above referenced comment letter, and in accordance with my conversation with Ms. Tracey McKoy, hereby notifies you
that it expects to provide a response by August 26, 2016.

Respectfully,

/s/ Courtney A. Tippy

 Courtney A. Tippy

 Vice President

General Counsel – Securities & Governance

Corporate Secretary

June 29, 2016

Mail Stop 4631

Via E -Mail
Waste Management, Inc.
Mr. James Fish Jr.
Chief Financial Officer
1001 Fannin Street
Houston, TX 77002

Re: Waste Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 18, 2016
Form 10 -Q for the Fiscal Quarter Ended June 30, 2016
Filed July 27, 2016
File No. 1-12154

Dear Mr. Fish:

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respo nd.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended Dece mber 31, 2015

Critical Accounting Estimates and Assumptions , page 36

Goodwill, page 39

1. Please tell us whether you have any reporting units with material goodwill at risk of
failing step one of your goodwill impairment test, including goodwill included i n your
“other” reportable segment.  For each such reporting unit, please provide the following
disclosures:
 Percentage by which fair value exceeded carrying value as of the date of the most
recent test;
 Amount of goodwill allocated to the reporting unit;

Mr. Fish
Waste Management, Inc .
July 29, 2016
Page 2

  Description of the methods and key assumptions used and how the key assumptions
were determined;
 Discussion of the degree of uncertainty associated with the key assumptions.  The
discussion regarding uncertainty should provide specifics to the extent possib le (e.g.,
the valuation model assumes recovery in a particular business from a downturn within
a defined period of time); and
 Description of the potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key  assumptions.

Form 10 -Q for the Fiscal Quarter Ended June 30, 2016

Notes to the Condensed Consolidated Financial Statements, page 6

2. Please provide the required disclosures for cost -method investments pursuant to ASC
325-20-50-1.

Controls and Procedure s, page 48

3. We note your disclosure on page 23 that you identified and corrected an error in your
condensed consolidating financial information.  Please tell us whether you considered
this matter in determining the effectiveness of your disclosure controls  and procedures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written sta tement from the company
acknowledging 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 staff comments do not foreclose
the Commission from taking any ac tion 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.

You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence
the undersigned Accounting Branch Chief at (202) 551 -3355  if you have questions regarding
comments on the financial statements and related matters.  Please contact David Korvin , Staff

Mr. Fish
Waste Management, Inc .
July 29, 2016
Page 3

 Attorney , at (202) 551 -3236  or, in his absence Pamela Long , Assistant Director , at (202) 551 -
3765  with legal related  questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

May 21, 2014

Via E -mail
Mr. James C. Fish, Jr. CFO
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX 77002

RE: Waste Management, Inc.
 Form 10 -K for Fiscal Year Ended  December 31, 2013
Filed February 18, 2014
File No. 1 -12154

Dear Mr.  Fish:

We have completed our review of your filing. We remind you that our comments , and
changes to disclosure in response to our comments , do not foreclose the Commission from taking
any action with respect to the company or 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 th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Terence O ’Brien

        Terence O’Brien
        Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 May 16, 2014

Via UPS and EDGAR

 Mr. Terence
O’Brien

 Accounting Branch Chief

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
Waste Management, Inc.

 Form 10-K for the Year Ended December 31, 2013

Filed February 18, 2014

File No. 1-12154

 Dear
Mr. O’Brien:

 We are responding to a comment received from the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”) dated May 9, 2014 relating to the above-referenced filing (the “2013 Form 10-K”) of Waste Management, Inc. (the “Company”). For your convenience, our response is prefaced by the text of the
comment.

 Note 7 - Debt, page 102

 We note your
response to our prior comment 2 and understand that at both December 31, 2012 and 2013 you classified over $1 billion of short-term debt as long-term based primarily on an intent and ability to refinance on a long-term basis. It is not clear
whether such borrowings have in fact been consistently refinanced on a long-term basis. In order for us to complete our analysis, please tell us the specific funding sources used to liquidate/refinance the $420 million and $587 million of short-term
obligations outstanding at December 31, 2012 that you had classified as long-term. Compliance with ASC 470-10-45-12B should be clearly evident.

Response:

 As set forth in response to comment 2 in
our letter dated April 16, 2014 (the “Prior Response”), we assess our classification of Short Term Obligations Expected to be Refinanced, as defined by ASC 470-10-45-12A and ASC 470-10-45-12B, for reporting
purposes in accordance with ASC 470-10-45-14, Intent and Ability to Refinance on a Long-Term Basis.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 May 16, 2014

  Page
 2

 With respect to the $420 million and $587 million of short-term obligations outstanding at
December 31, 2012 that we classified as long-term and are referenced in the Staff’s comment, we respectfully advise as follows:

•

Of the $587 million of variable rate tax-exempt bonds, $577 million were successfully remarketed throughout 2013 and the debt was maintained as intended. The remaining $10 million of variable rate tax-exempt
bonds outstanding as of December 31, 2012 was repaid in cash during 2013. Accordingly, page 102 of the 2013 Form 10-K reflects $577 million of variable-rate tax exempt bonds outstanding as of December 31, 2013.

•

Of the $420 million of short-term obligations referenced above, $370 million of this amount constituted tax-exempt borrowings subject to repricing within the next 12 months. These borrowings were also
successfully remarketed and the debt was maintained as intended.

•

Had any of the intended remarketings been unsuccessful, the Company had the intent and ability to refinance such debt on a long-term basis through use of forecasted available capacity under our revolving
credit facility. As set forth in the Prior Response, our revolving credit facility meets all of the criteria of an “existing financing agreement” under ASC 470-10-45-14.

•

The remaining $50 million of the $420 million of short-term obligations referenced above relates to outstanding borrowings under the Company’s Canadian credit facility, which matures in November 2017, and
also meets all of the criteria of an “existing financing agreement” under ASC 470-10-45-14. As of December 31, 2012, we had $75 million of advances outstanding under the Canadian facility. At that time, we evaluated the projected cash
flows of our Canadian operations, which indicated we expected to have the ability to repay $25 million of this amount during 2013, and we classified this amount as a component of our current portion of long-term debt. Based upon this analysis, we
further determined that cash flow would not be sufficient to repay the remaining $50 million of advances outstanding, and the Company had the intent and ability to maintain such advances under the Canadian facility on a long-term basis. Due in part
to our July 2013 acquisition of RCI Environnement, Inc., the largest waste management company in Quebec, cash flows from our Canadian operations exceeded expectations. Additionally, capital requirements of our Canadian operations were lower than
anticipated. As a result, we were able to repay the entire $75 million of advances under the Canadian facility during 2013. We reborrowed $10 million under the Canadian facility in late 2013, and that amount was classified as a short-term obligation
at December 31, 2013 because the Company intended to repay the balance within 12 months.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 May 16, 2014

  Page
 3

 The assessments required to define the Company’s intent to refinance short-term obligations on a
long-term basis are based on the Company’s best estimates of future cash flow activity. Accordingly, there is some level of uncertainty inherent in the amount of the reclassification. However, as demonstrated by the above summary of the
specific funding sources used to refinance the short-term obligations outstanding at December 31, 2012, the Company regularly refinances such amounts on a long-term basis. Additionally, this assessment is performed quarterly and the
Company’s classification of obligations as either current or long-term is refined to appropriately reflect any change in expectations from the last assessment.

We respectfully submit that this analysis, together with the Prior Response, clearly evidences our intent and ability to refinance those short-term
obligations that we have excluded from current liabilities on a long-term basis, as defined in ASC 470-10-45-12B, by:

•

in case of tax-exempt debt, using the remarketing process to renew, extend or replace such short-term obligations for an uninterrupted period extending beyond one year from the balance sheet date, and in the
event such remarketings are unsuccessful, replacing such debt with a long-term obligation under our revolving credit facility; and

•

in case of advances outstanding under our Canadian facility, maintaining such advances as long-term obligations under such existing financing agreement.

*     *     *     *

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 Staff 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.

If you have any questions regarding our response, please contact the undersigned at (713) 394-2360.

Sincerely,

/s/ Don P. Carpenter

Mr. Don P. Carpenter

Vice President & Chief Accounting Officer

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 May 16, 2014

  Page
 4

cc:
Mr. Thomas D’Orazio, United States Securities and Exchange Commission

 Mr. Al
Pavot, United States Securities and Exchange Commission

 Waste Management, Inc.:

Mr. Patrick W. Gross, Chairman – Audit Committee

Mr. W. Robert Reum, Chairman of the Board

Mr. David P. Steiner, President and Chief Executive Officer

Mr. James C. Fish, Jr., Executive Vice President & Chief Financial Officer

Mr. Rick L Wittenbraker, Senior Vice President & General Counsel

Via E -mail          May 9, 2014
Mr. James C. Fish, Jr.  CFO
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston , TX 77002

Re: Waste Management, Inc.
 Form 10 -K for Fiscal Year  Ended December  31, 2013
Filed February 18 , 2014
File No. 1-12154

Dear Mr. Fish:

We have reviewed your response letter dated April 16, 2014, and have the following
comment.  Please respond to this letter within ten business days by providing the requested
information or by advising us when you will p rovide the requested response.  After reviewing the
information you provide in response to this comment, we may have additional comments.

Note 7 – Debt, page 102

We note your response to our prior comment 2  and understand that at both December 31, 2012
and 2013 you classified over $1 billion of short -term debt as long -term based primarily on an
intent and ability to refinance on a long -term basis. It is not clear whether such borrowings have
in fact  been consistently refinanced on a long -term basis. In order for us to complete our
analysis, please tell us the specific funding sources used to liquidate/refinance the $420 million
and $587 million of short -term obligations outstanding at December 31, 20 12 that you had
classified as long -term. Compliance with ASC 470 -10-45-12B should be clearly evident.

You may contact Thomas D’Orazio at (202) 551 -3825, or, in his absence,  Al Pavot at
(202) 551 -3738 if you have any questions .
Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 [WM Letterhead]

April 16, 2014

 Via UPS and EDGAR

 Mr. Terence O’Brien

 Accounting Branch
Chief

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
Waste Management, Inc.

 Form 10-K for the Year Ended December 31, 2013

Filed February 18, 2014

File No. 1-12154

 Dear
Mr. O’Brien:

 We are responding to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”) dated April 4, 2014 relating to the above-referenced filing (the “Form 10-K”) of Waste Management, Inc. (the “Company”). We propose to address the Staff’s comments in this response
letter and, on an ongoing basis, in our future annual and quarterly reports on Forms 10-K and 10-Q. For your convenience, our responses are prefaced by the text of the corresponding comment.

Form 10-K for the Year Ended December 31, 2013

General

1.
We note that you are relying on Rule 3-10 of Regulation S-X with respect to the financial statements required for Waste Management Holding[s], Inc.’s guarantee of 2.90% Senior Notes due [2022] issued by Waste
Management, Inc. We further note that in the prospectus supplements filed for S-3ASR (333-162059) in connection with the offering of such notes, you state on page 13 that the “specific provisions under which Waste Management Holdings may be
released and discharged from its guarantee will be set forth in the prospectus supplement.” Please tell us the particular release provisions pursuant to which the guarantor(s) may be released from the guarantee of the notes and whether the
guarantees constitute full and unconditional guarantees as required to rely on Rule 3-10 of Regulation S-X given the existence of such release provisions.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 April 16, 2014

  Page
 2

 Response:

We have concluded that we may rely on Rule 3-10(e) of Regulation S-X with respect to Waste Management Holdings, Inc.’s (“WM Holdings”)
guarantee of the 2.90% Senior Notes of the Company (the “Notes”), as all requirements of Rule 3-10(e) are met, including that WM Holdings’ guarantee of the notes is full and unconditional.

The Notes and the guarantee of the Notes by WM Holdings (the “Guarantee”) are Exhibits 4.1 and 4.2, respectively, to the Company’s Form 10-Q
for the quarterly period ended September 30, 2012. The terms of the Notes provide that the Notes are fully and unconditionally guaranteed by WM Holdings and that the guarantee will continue in full force and effect until its release as provided
in the terms of the Guaranty. The terms of the Guaranty state that it is a guarantee of the obligation to make punctual payments when due under the indenture governing the Notes. In addition, the terms of the Guaranty state that the guarantee is
absolute and unconditional and that WM Holdings waives any notice of acceptance, diligence, presentment, demand of payment, and any right to require a proceeding filed first against the Company. Accordingly, we believe the guarantee meets the
definition of “full and unconditional” set forth in Rule 3-10(h)(2).

 With respect to release provisions applicable to WM Holdings’
guarantee of the Notes, pages S-14 – S-15 of the prospectus supplement filed September 6, 2012 state:

 The guarantee of
the notes shall be binding on WM Holdings, its successors and assigns, and shall continue in full force and effect for the benefit of holders of the notes until the earliest to occur of:

•

the consolidation or merger of WM Holdings into Waste Management or its successor;

•

the consolidation or merger of Waste Management or its successor into WM Holdings;

•

payment in full of all interest and principal due on the notes; or

•

the release of the guarantees by WM Holdings of obligations of Waste Management under its credit facilities (or any replacement or new principal credit facility). Our credit facilities currently state that WM
Holdings’ guarantees under the facilities can only be released with the written consent of each of the lenders that is a party thereto.

We respectfully submit that the scenarios described in the first two bullets above acknowledge that a separate guarantee by WM Holdings of the
Company’s obligations would cease to be necessary if the Company, as issuer of the Notes, was consolidated or merged with WM Holdings. In addition, the third bullet above acknowledges that the Guaranty would cease to be necessary upon a
termination of the Company’s corresponding

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 April 16, 2014

  Page
 3

obligation to make payments under the indenture governing the Notes as a result of the full payment of interest and principal due on the Notes. Finally, we respectfully submit that the scenario
described in the fourth bullet above is explicitly contemplated in the Financial Reporting Manual as a customary release provision.

Section 2510.5 of the Financial Reporting Manual states that “[a] subsidiary that guarantees its parent’s debt securities pursuant to an
indenture that provides for the subsidiary’s guarantee to be released automatically under customary circumstances may rely on S-X 3-10, provided the other requirements of S-X 3-10 are met.” One example of a “customary
circumstance” provided by Section 2510.5 is a release of a guarantee when “the subsidiary’s guarantee of other indebtedness is terminated or released.” As a result, we believe that the release provisions in the Guaranty are
customary for guarantees of this type and, therefore, that the Guaranty constitutes a full and unconditional guarantee under Rule 3-10(e).

 Note 7
- Debt, page 102

2.
You state that based on your intent and ability to refinance a portion of your debt on a long-term basis as of December 31, 2013, including through use of forecasted available capacity under your $2.25 [billion]
revolving credit facility, you classified $1.1 billion of debt as long term. If you are relying on the unused capacity of your revolving credit facility as a means to refinance this debt, given that the unused capacity of $958 million as of
December 31, 2013 is considerably less than the dollar amount you have classified as long term, please explain how you considered the use of forecasted available capacity and that amounts available under the revolving facility could fluctuate
(for example, due to obligations under letters of credit or other liquidity needs). Please refer to ASC 470-10-45-19.

 Response:

On a quarterly basis, we assess our debt classification for reporting purposes in accordance with ASC 470-10-45-14, Intent and Ability to
Refinance on a Long-Term Basis, which provides that short-term obligations shall be excluded from current liabilities only if (1) the Company intends to refinance the obligation on a long-term basis and (2) the Company’s
intent to refinance the short-term obligation on a long-term basis is supported by an ability to consummate the refinancing with either a post-balance-sheet-date issuance of a long-term obligation or a financing agreement that clearly permits the
Company to refinance the short-term obligation on a long-term basis on terms that are readily determinable.

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 April 16, 2014

  Page
 4

 Intent:

Our quarterly analysis of short-term obligations as of December 31, 2013 reflected that we intended to refinance or maintain $1.454 billion of such
obligations on a long-term basis, as set forth below:

1)
$350 Million of Senior Notes Maturing March 15, 2014 – As of the date of the Form 10-K, we intended to refinance this borrowing upon maturity by issuing additional
senior notes prior to such maturity date. However, if such additional senior notes were not issued, we intended to utilize available capacity under our $2.25 billion revolving credit facility, which matures in July 2018 (the “Facility”),
to cover amounts due under the existing notes at maturity.

2)
Tax-Exempt Bonds Subject to Remarketing within 12 Months – As of the date of the Form 10-K, we intended to effectively re-price the $939 million of tax-exempt bonds that required remarketing
within the next 12 months. In the event that a remarketing was not successful, we intended to use available capacity under the Facility to meet our put obligation with respect to such tax-exempt bonds.

3)
$420 Million of Borrowings Outstanding under the Facility – As of the date of the Form 10-K, we intended to repay approximately $255 million of this outstanding balance
within the next 12 months and maintain the remaining $165 million of outstanding borrowings on a long-term basis under the Facility.

Ability:

 In order to support the exclusion of
a short-term obligation from current liabilities, ASC 470-10-45-14 provides that an existing financing agreement must meet the following criteria:

•

The financing agreement may not expire within one year of the balance sheet date,

•

The financing agreement may not be cancelable by the lender within one year of the balance sheet date,

•

There may not be any violations or expected violations of provisions set forth by the financing agreement, and

•

The lender with which the Company has entered into the financing agreement is financially capable of honoring the agreement.

The Facility meets all of the above criteria of an existing financing agreement. Accordingly, it may be relied upon to support our determination that the
Company has the ability to refinance current obligations on a long-term basis, up to the amount of capacity available under the Facility. The Company uses the Facility to support financial assurance and liquidity needs. As a result, we also conduct
a quarterly analysis of current and forecasted available capacity under the Facility.

 As of December 31, 2013, there were $420 million of
borrowings outstanding under the Facility and approximately $872 million of letters of credit outstanding, reducing the available capacity under the Facility to $958 million. In accordance with ASC 470-10-45-19, we also reviewed forecasted capacity
under the Facility for the next 12 months to appropriately consider any 1) expected increases in letter of credit requirements of the

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 April 16, 2014

  Page
 5

business; 2) expected reallocation of outstanding letters of credit to the Facility as a result of changes in availability under alternative letter of credit facilities or resources; and 3)
expected net borrowings or repayments of outstanding advances. Based on this analysis, as of the date of the Form 10-K, the minimum available forecasted capacity under the Facility during the next 12 months, which may be used to demonstrate the
Company’s ability to refinance short-term obligations on a long-term basis, was projected to be $958 million.

 We respectfully submit that,
although the Company’s available capacity under the Facility as of December 31, 2013 of $958 million was equal to the Company’s projected minimum available forecasted capacity under the facility during the 12 months ended
December 31, 2014, there are often projected declines in available capacity under the Facility that will reduce the amount that may be used to demonstrate our ability to refinance short-term obligations on a long-term basis. For purposes of
applying ASC 470-10-45-19, we identify the minimum available capacity from and including the balance sheet date through the next 12 months.

Conclusion:

 Based upon the above analysis, we
concluded that 1) the Company had the intent to refinance or maintain $1.454 billion of short-term obligations on a long-term basis and 2) the Company had the ability to (a) maintain $165 million of advances currently outstanding under the
Facility on a long-term basis and (b) use up to $958 million of forecasted available credit capacity under the Facility to refinance its other current obligations as of December 31, 2013 as they came due if alternate long-term debt
instruments were not issued, resulting in a total of $1.1 billion of current obligations being classified as long-term debt as of December 31, 2013.

Prospective Disclosure Revision:

 In order to
avoid future confusion as to whether the amount of current obligations reclassified as long-term exceeds available capacity under the Facility, we propose to separately set forth reclassified existing borrowings that have effectively already been
subtracted from the available capacity under the Facility. By way of example, and subject to further revision and refinement, we propose to provide the disclosure set forth below in future filings, including insertion of the new underlined text.

 Debt Classification

As of December 31, 2013, we had (i) $481 million of debt maturing within the next 12 months, including $350
million of 5.0% senior notes that mature in March 2014 and $67 million of tax-exempt bonds; (ii) short-term borrowings and advances outstanding under credit facilities with long-term maturities, including $420 million of borrowings outstanding
under the U.S. revolving credit facility (“$2.25 billion revolving credit facility”) and $9 million of advances under our Canadian credit facility and (iii) $939 million of tax-exempt borrowings subject to repricing within

 Letter to Mr. Terence O’Brien

United States Securities and Exchange Commission

 April 16, 2014

  Page
 6

the next 12 months. Of the $420 million of short-term borrowings outstanding under our $2.25 billion revolving credit facility that we have the ability to refinance or maintain on a
long-term basis, we have the intent to continue to maintain $165 million outstanding and have classified this amount as long-term debt. Additionally, based on our intent and ability to refinance other portions of our current obligations on a
long-term basis as of December 31, 2013, including through use of forecasted available capacity under our $2.25 billion revolving credit facility, we have classified $958 million of this debt as long-term. The remaining $726 million,
including $255 million of outstanding borrowings under our $2.25 billion revolving credit facility, are classified as current obligations.

* * * *

 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 Staff 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.

If you have any questions regarding our response, please contact the undersigned at (713) 394-2360.

Sincerely,

/s/ Don P. Carpenter

Mr. Don P. Carpenter

Vice President & Chief Accounting Officer

cc:
Mr. Thomas D’Orazio, United States Securities and Exchange Commission

 Mr. Al
Pavot, United States Securities and Exchange Commission

 Waste Management, Inc.:

Mr. Patrick W. Gross, Chairman – Audit Committee

Mr. W. Robert Reum, Chairman of the Board

Mr. David P. Steiner, President and Chief Executive Officer

Mr. James C. Fish, Jr., Executive Vice President & Chief Financial Officer

Mr. Rick L Wittenbraker, Senior Vice President & General Counsel

April 4, 2014

Via E-mail
Mr. James C. Fish, Jr.
Chief Financial Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston , TX 77002

Re: Waste Management, Inc.
 Form 10 -K for Fiscal Year Ended December 31,  2013
Filed February 18, 2014
File No. 1-12154

Dear Mr. Fish:

We have reviewed your filing 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 within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

General

1. We note that you are relying  on Rule 3 -10 of Regulation S -X with respect to the financial
statements required for Waste Management Holding, Inc.’s guarantee of 2.90% Senior
Notes due issued by Waste Management, Inc.   We further note that in the prospectus
supplements filed for S -3ASR  (333-162059) in connection with the offering of such
notes, you state on page 13 that the “specific provisions under which Waste Management
Holdings may be released and discharged from its guarantee will be set forth in the
prospectus supplement.”   Please  tell us the particular release provisions pursuant to which
the guarantor(s) may be released from the guarantee of the notes and whether the
guarantees constitute full and unconditional guarantees as required to rely on Rule 3 -10
of Regulation S -X given the e xistence of such release provisions.

Mr. James C. Fish, Jr.
Waste Management, Inc.
April 4 , 2014
Page 2

 Note 7 – Debt, page 102

2. You state that based on your intent and ability to refinance a portion of your debt on a
long-term basis as of December 31, 2013, including through use of forecasted available
capacity under y our $2.25 revolving credit facility, you classified $1.1 billion of debt as
long term.  If you are relying on the unused capacity of your revolving credit facility as a
means to refinance this debt, given that the unused capacity of $958 million as of
Dece mber 31, 2013 is considerably less than the dollar amount you have classified as
long term, please explain how you considered the use of forecasted available capacity and
that amounts available under the revolving facility could fluctuate (for example, due  to
obligations under letters of credit or other liquidity needs).  Refer to ASC 470 -10-45-19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures t hey have made.

 In responding to our comments, please provide a written statement from the company
acknowledging 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 staff 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 securit ies laws of the United States.

You may contact Thomas D’Orazio at (202) 551 -3825, or, in his absence,  Al Pavot at
(202) 551 -3738 if you have questions regarding comments on the financial statements and
related matters.  For other comments, please contact Leland Benton at (202) 551 -3791 or Erin
Jaskot  at (202) 551 -3442.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

October 7, 2013

Via E -mail
James C. Fish, Jr.
Chief Financial Officer
Waste Management, Inc.
1001 Fannin; Suite 4000
Houston, TX  77002

Re: Waste Management, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed February 1 4, 2013
File No. 1 -12154

Dear Mr. Fish :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

cc: Mr. Don P. Carpenter, Vice President and Chief Accounting Officer
 (via E -mail)

CORRESP
1
filename1.htm

CORRESPONDENCE

 [WM Letterhead]

October 1, 2013

 Via UPS and EDGAR

 Mr. John Cash

 Division of Corporation
Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
Waste Management, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed February 14, 2013

Form 10-Q for the Period Ended June 30, 2013

Filed July 30, 2013

File No. 1-12154

 Dear Mr. Cash:

We are responding to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”)
dated August 27, 2013 relating to the above-referenced filings (the “Form 10-K” and “Form 10-Q”) of Waste Management, Inc. (the “Company”). We propose to address the Staff’s comments in this response letter
and, on an ongoing basis, in our future annual and quarterly reports on Forms 10-K and 10-Q. For your convenience, our responses are prefaced by the text of the corresponding comment.

Form 10-K for the Year Ended December 31, 2012

General

1.
Where a comment below requests additional disclosure or other revisions to be made, these revisions should be included in your future filings, including your interim filings, if applicable.

Response:

 We
acknowledge the Staff’s comment and confirm that we will do so.

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

 Results of Operations, page 42

2.
Please revise your MD&A for all periods presented to include an analysis of the three reportable segments of your solid waste business. Please refer to Item 303(A) of Regulation S-K.

Response:

 We will
revise our MD&A in future filings to include revenues and income from operations for each reportable segment in tables comparable to those that appear on pages 42 and 52, respectively, of the Form 10-K. We are the leading provider of
comprehensive waste management environmental services in North America, including collection, transfer, recycling and resource recovery, and disposal services for residential, commercial, industrial and municipal customers (our “Solid Waste
business”). Given the integrated and homogenous nature of our Solid Waste business, we believe the most effective recurring MD&A analysis of our Solid Waste business should be conducted at the consolidated Solid Waste level. As discussed in
our response to comment five, we believe aggregation of the Solid Waste operating segments is consistent with the objective and principles of ASC 280. In accordance with Item 303(A) of Regulation S-K, we will discuss reportable segment
information and other subdivisions of our business, including, for example, revenue trends by Collection line of business and geographic trends and developments, where we believe such discussion would be appropriate to an understanding of our
business.

 Consolidated Financial Statements, page 70

20. Variable Interest Entities, page 131

3.
You disclose on page 132 that you have not consolidated the U.K. waste-to-energy and recycling facility joint venture because all decision-making responsibility is shared jointly with your joint venture partner and thus
you do not have the power to individually direct the entity’s activities. So that we may better understand your accounting for this investment, please refer to ASC 810-10-25-38 and address the following:

•

Identify the activities that you believe most significantly impact the VIE’s economic performance;

•

Tell us which party has the power to direct each of those activities; and

•

Explain how you considered the fact that you have assumed responsibility for constructing, operating, and maintaining the VIE’s waste-to-energy facility under fixed or substantially fixed-price contracts in
evaluating your ability to direct the activities of the VIE that most significantly impact its economic performance.

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 3

 Response:

Background:

We and our joint venture partner formed a joint venture to bid on a project consisting of the design, financing, construction, operation,
and ultimate transfer to the Norfolk County Council (“Authority”) of a 268,000 tonnes per annum energy-from-waste facility (“Facility”) to be located in Norfolk County, UK. We have expertise in the design, construction and
operation of energy-from-waste facilities, and our joint venture partner has waste collection and disposal expertise in the U.K. market. Our joint venture was selected by the Authority as the preferred bidder for the project. The Facility has
construction commencement and commercial operations target dates of 2014 and 2017, respectively, and will have a 25-year contract term.

A special purpose vehicle (“Project Co.”) was created for the purpose of entering into the project agreement with the Authority
and obtaining third party financing from lenders. Project Co. is owned 50% by us and 50% by our joint venture partner. To limit lenders’ risk of Project Co.’s default on its debt service requirements, the lenders required Project Co. to
minimize cash flow variability by contracting with other parties to transfer economic risks associated with constructing the Facility, operating and maintaining the Facility and marketing and contract management services. The formation of the
following three entities and the contracts entered into between these entities, Project Co. and the Authority were all requirements imposed by the lenders in order for Project Co. to secure third-party financing.

1)
EPC Co. was created to provide engineering, procurement and construction (“EPC”) services to Project Co. and is 100% owned by us. Project Co. negotiated a firm lump-sum contract price with EPC Co. for the
EPC services, and in turn, EPC Co. negotiated a firm lump-sum contract with a third-party for the EPC services. We consolidate EPC Co.

2)
O&M Co. was created to provide operations and management services (“O&M”) and ash disposal to Project Co. and is owned 75% by us and 25% by our joint venture partner. O&M Co. will operate the
Facility, and Project Co. will pay a fixed fee per annum to O&M Co. for such services. We consolidate O&M Co.

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 4

3)
Trade Co. was created to provide marketing and contract management services to Project Co. for third-party income (electricity, commercial and industrial waste, recycled metals, and possibly steam) and is owned 50%
by us and 50% by our joint venture partner. It will primarily act as an agent for Project Co. and secure contracts on behalf of Project Co. for the sale of electricity generated by the Facility and Facility waste disposal capacity not committed
under contract with the Authority. Project Co. pays Trade Co. a fee based on revenues generated from third-party contracts secured by Trade Co. on behalf of Project Co. We account for Trade Co. as an equity method investment.

Activities that most significantly impact the VIE’s economic performance:

Project Co. was created to:

•

Negotiate and execute a contract with the Authority for the design, financing, construction, operation, and ultimate transfer to the Authority of an energy-from-waste facility;

•

Negotiate and execute a contract with a counterparty for the construction of the Facility;

•

Obtain financing for the construction of the Facility;

•

Negotiate and execute a contract with a counterparty to provide O&M and ash disposal services for the Facility; and

•

Negotiate and execute a contract with a counterparty to secure contracts on behalf of Project Co. for the sale of electricity generated by the Facility and Facility waste disposal capacity not committed under
contract with the Authority.

 Parties having the power to direct each of those activities:

Pursuant to the Project Co. Shareholders’ Agreement, all major decisions of Project Co., including decisions underlying the
significant activities summarized above, require either majority vote or unanimous consent of the directors or unanimous consent of the shareholders. We and our joint venture partner are the only shareholders in Project Co. We are equal
shareholders, with each shareholder having the power to appoint an equal number of directors. As a result, we do not have more power than our joint venture partner to appoint or remove the Facility operator or enter into debt refinancing
arrangements. Such decisions require mutual consent of the two parties. Furthermore, the 50/50 division of equity ownership in Project Co. reflects the parties’ intent to share power.

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 5

 As equity ownership in Project Co. is split equally between us and our joint venture
partner, and the Shareholders’ Agreement provides that all major decisions require the consent of both parties, we have determined that power is shared. Per ASC 810-10-25-38D, if a reporting entity determines that power is, in fact, shared
among multiple unrelated parties such that no one party has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, then no party is the primary beneficiary. Power is shared if two or more
unrelated parties together have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and if decisions about those activities require the consent of each of the parties sharing power.

Considerations regarding the fact that we have assumed responsibility for constructing, operating, and maintaining the VIE’s
waste-to-energy facility under fixed or substantially fixed-price contracts in evaluating our ability to direct the activities of the VIE that most significantly impact its economic performance:

We control and consolidate the entities that bear economic risk on construction and operating matters affecting the Facility. However, the
fixed or substantially fixed-price contracts between Project Co. and these entities were a condition of the lender and were negotiated at the time of Project Co.’s formation and bid submission to the Authority. As noted above, all major
decisions of Project Co. require either majority vote or unanimous consent of the directors or unanimous consent of the shareholders. As such, our joint venture partner shares equally in the power to direct the activities of Project Co. that most
significantly impact its economic performance, as their approval was required in order for Project Co. to enter into the contracts with EPC Co. and O&M Co.

We also considered the guidance under ASC 810-10-25-38F and ASC 810-10-25-38G. The contracts for the EPC and O&M services are a result
of lengthy and extensive negotiations with the joint venture partner. Although certain of our subsidiaries have assumed responsibility for EPC and O&M services, we did not identify an instance indicative of the Company having greater power than
what is provided in the Project Co. Shareholders’ Agreement.

 21. Segment and Related Information, page 133

4.
It appears that your evaluation of the economic similarity of your Areas was based, in large part, upon operating margins. It is unclear from your table on page 135 if you intended to use the terms “income from
operations” and “operating margins” interchangeably or if they are intended to represent two different measures used to evaluate your segment operations. If the two measures are calculated in the same manner, please revise your future
filings to refer to the measure in a consistent manner throughout your filing. If the measures are not the same, please revise to clarify how they are different and to present the measure or measures used by your chief operating decision maker to
evaluate segment performance. Please refer to ASC 280-10-50-27 through 50-29 and ASC 280-10-55-29.

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 6

 Response:

We confirm that the terms “income from operations margins” and “operating margins” are not intended to represent two
different measures. We will revise future filings to consistently refer to “income from operations margins” instead of “operating margins.”

5.
Please tell us what geographic areas are included in Tier 3 and the relative significance of each of those areas to the reportable segment as a whole. Please also explain specifically how you were able to determine that
each of the geographic areas within Tier 3 had sufficient economic similarity to be aggregated within the same reportable segment.

Response:

 In July
2012, we announced a reorganization of our operations, designed to streamline management and staff support and reduce our cost structure, while not disrupting our front-line operations. Principal organizational changes included removing the
management layer of our four geographic Groups, each of which previously constituted a reportable segment, and consolidating and reducing the number of our geographic Areas from 22 to 17. The elimination of the four geographic Groups, effective in
the fourth quarter of 2012, required us to reassess our operating segments, reportable segments and reporting units.

 Based on the
criteria set forth in ASC 280-10-50-12, we concluded that the Areas are the operating segments of the Company’s Solid Waste business post-reorganization. For purposes of determining reportable segments, we considered the aggregation criteria
set forth in ACS 280-10-50-11 and concluded that the Areas can be aggregated into three reportable segments with similar economic characteristics, including similar income from operations margins.

We determined that our Areas meet the aggregation criteria in ASC 280-10-50-12 because our Solid Waste business is homogenous in nature.
Also contributing to the conclusion that our Areas have similar economic characteristics are the following facts (1) they offer the same products and services (i.e., collection, recycling and disposal); (2) they use similar processes (i.e.
we have standard operating procedures that are applied to all lines of business within each Area making the day-to-day operations within a hauling facility or at a landfill very similar to any other hauling facility or landfill), as well as sharing
many centralized services, such as collections and cash disbursements; (3) they have similar customers (i.e., many of our large customers have national footprints that are served locally by many, if not all of, the Areas); (4) they use
similar

 Letter to Mr. John Cash

United States Securities and Exchange Commission

 October 1, 2013

  Page
 7

methods for collection, transfer, recycling and disposal; and (5) they have a similar regulatory environment (we are subject to laws and regulations that apply across all lines of
business, such as The Clean Air Act, Subtitle D, etc. although the specific application of the regulatory requirements by state do vary).

While all of the Areas have similar economic characteristics as noted above, their income from operations margins vary due to a variety of
factors, including level of commercial and industrial activity; population density; service offering mix and disposal logistics, with no one factor being singularly determinative. As a result, the Areas have been aggregated into three Tiers, based
in large part on a review of the Areas’ income from operations margins, and are expected to exhibit similar long-term financial performance.

Our reportable segment identified as Tier 3 includes five geographic areas that each constitute an operating segment, but none of which
individually meet the quantitative criteria to be a separate reportable segment. Our five geographic areas that are included in Tier 3 are Pacific Northwest, Gre

CORRESP
1
filename1.htm

Correspondence

 [WM Letterhead]

September 17, 2013

 Via EDGAR

Mr. John Cash

 Division of Corporation Finance

United States Securities and Exchange Commission

 Washington D.C.
20549

 Re:

Waste Management, Inc.

Letter Dated August 27, 2013

Form 10-K for the Year Ended December 31, 2012

 Filed February 14, 2013

 Form 10-Q for the
Period Ended June 30, 2013

 Filed July 30, 2013

File No. 1-12154

 Dear Mr. Cash:

 Waste
Management, Inc. has received the above referenced comment letter, and in accordance with our conversation with Ms. Lisa Etheredge, hereby notifies you that it expects to provide a response by October 2, 2013.

Respectfully,

/s/ Courtney A. Tippy

 Courtney A. Tippy

 Senior Legal
Counsel – Corporate & Securities

August 27, 2013

Via E -mail
James C. Fish, Jr.
Chief Financial Officer
Waste Management, Inc.
1001 Fannin; Suite 4000
Houston, TX  77002

Re: Waste Management, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed February 1 4, 2013
Form 10 -Q for the Period Ended June 30, 2013
Filed July 30, 2013
File No. 1 -12154

Dear Mr. Fish :

We have reviewed your filing s 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 within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do no t
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for t he Year Ended December 31, 2012

General

1. Where a comment below requests additional disclosures or other revisions to be made,
these revisions should be included in your future filings, including your interim filings, if
applicable.

James C. Fish, Jr.
Waste Management, Inc.
August 27, 2013
Page 2

 Management’s Discussion and Analys is of Financial Condition and Results of Operations, page
31

Results of Operations, page 42

2. Please revise your MD&A for all periods presented to include an analysis of the three
reportable segments of your solid waste business.  Please refer to Item 303(A) of
Regulation S -K.

Consolidated Financial Statements, page 70

20. Variable Interest Entities, page 131

3. You disclose on page 132 that you have not consolidated the U.K. waste -to-energy and
recycling facility joint venture because all decision -maki ng responsibility is shared
jointly with your joint venture partner and thus you do not have the power to individually
direct the entity’s activities.   So that we may better understand your accounting for this
investment, please refer to ASC 810 -10-25-38 and address the following:
 Identify the activities that you believe most significantly impact the VIE’s
economic performance;
 Tell us which party has the power to direct each of those activities; and
 Explain how you considered the fact that you have assume d responsibility for
constructing, operating, and maintaining the VIE’s waste -to-energy facility under
fixed or substantially fixed -price contracts in evaluating your ability  to direct the
activities of the VIE that most significantly impact its economic p erformance.

21. Segment and Related Information, page 133

4. It appears that your evaluation of the economic similarity of your Areas  was based , in
large part, upon operating margins.  It is unclear from your table on page 135 if you
intended to use the ter ms “income from operations” and “operating margins”
interchangeably or if they are intended to represent two different measures used to
evaluate your segment operations.  If the two measures are calculated in the same
manner , please re vise your future fili ngs to refer to the measure in a consistent manner
throughout your filing.  If the measures are not the same, please revise to clarify how they
are different and to present the measure or measures used by your chief operating
decision maker to evaluate seg ment performance .  Please refer to ASC 280-10-50-27
through 50 -29 and ASC 280 -10-55-29.

5. Please tell us what geographic areas are included in Tier 3 and the relative significance of
each of those areas to the reportable segment as a whole.  Please also explain specifically
how you were able to determine that  each of  the geographic areas within Tier 3 had
sufficient economic similarity to be aggregated within the same reportable segment.

James C. Fish, Jr.
Waste Management, Inc.
August 27, 2013
Page 3

 Form 10 -Q for the Period Ended June 30, 2013

General

6. Please addr ess the above comments in your interim filings as well.

3. Debt, page 8

7. Please tell us how you considered the provisions of ASC 470 -10-45-14 in determining
that you had both the intent and ability to refinance $703 million of debt maturing or
pricing within 12 months from June 30, 2013.  If you are relying on the unused capacity
of your revolving credit facility as a means to refinance this debt, please explain how you
considered the fact that amounts available under the revolving facility could fluctu ate (for
example, due to obligations under letters of credit  or other liquidity needs ).  Pl ease refer
to ASC 470 -10-45-19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging 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 staff 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 perso n under the federal securities laws of the United
States.

You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or Al Pavot, Staff
Accountant, at (202) 551 -3738  if you have questions.

Sincerely,

 /s/ John Ca sh

John Cash
Accounting Branch Chief

May 2 4, 2012

Via E -mail
Mr. Steven C. Preston
Executive Vice President – Finance, Recycling & Energy Services
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX 77002

Re: Waste Management , Inc .
 Form 10-K
Filed February 16, 2012
File No. 1 -12154

Dear Mr. Preston :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or 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.  We urge all pe rsons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 [WM Letterhead]

 May 16, 2012

 Via UPS and EDGAR

Mr. Terence O’Brien

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Waste Management, Inc.

Form 10-K

Filed February 16, 2012

File No. 1-12154

 Dear
Mr. O’Brien:

 We are responding to comments received from the staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Staff”) dated May 3, 2012 relating to the above-referenced Form 10-K filing and the Form 10-Q for the period ended March 31, 2012 of Waste Management, Inc. (the “Company”). For
your convenience, our responses are prefaced by the text of the corresponding comment.

 Form 10-K for the year ended December 31, 2011

 21. Segment and Related Information, page 130

1.
We have read your response to comment 6 in our letter dated March 28, 2012. Please revise future filings to clarify that Oakleaf is an operating segment but does
not meet the criteria to be presented as a separate reportable segment.

 Response:

We acknowledge the Staff’s comment and we will revise future filings to clarify that Oakleaf is an operating segment but does not
meet the criteria to be presented as a separate reportable segment.

 Form 10-Q for the year ended March 31, 2012

Management’s Discussion and Analysis, page 33

2.
 You disclose on page 40 that the Company has offered price concessions to retain municipal work in many instances due to competition and the increasing
difficulty in retaining customers and winning new contracts at current average rates. To the extent material in future filings, please quantify the impact of such concessions and describe

 Letter to Mr. Terrence O’Brien

 Page 2

your use of them in more detail. In future filings, please quantify the amount of revenue in each period from residential services vs. commercial and industrial. This appears to be useful
information to investors as evidenced by the discussion of downward pressure on revenue growth in the residential sector in the most recent Forms 10-Q and 10-K.

 Response:

 We acknowledge the Staff’s comment, and to the extent
price concessions in connection with municipal work are material, we will quantify the impact of such concessions and describe our use of such concessions in more detail in future filings. Such price concessions have not been material to the
Company’s business, financial condition, results of operations or cash flow to date. Further, in future filings, we will quantify the amount of revenue in each period from residential services vs. commercial and industrial.

*     *     *     *

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 Staff 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.

 If you have any questions regarding our response, please contact the undersigned at
(713) 265-1671.

Sincerely,

/s/ Steven C. Preston

 Mr. Steven C. Preston

 Executive Vice President – Finance,

 Recycling & Energy
Services

cc:
Ms. Jenn Do, United States Securities and Exchange Commission

Waste Management, Inc.:

Patrick W. Gross, Chairman – Audit Committee

W. Robert Reum, Chairman of the Board

David P. Steiner, President and Chief Executive Officer

Rick L Wittenbraker, SVP & General Counsel

May 3, 2012
 Via E-mail

Mr. Steven C. Preston Executive Vice President – Finance, Recycling & Energy Services Waste Management, Inc. 1001 Fannin Street, Suite 4000 Houston, TX 77002
Re: Waste Management, Inc.
 Form 10-K
Filed February 16, 2012 File No. 1-12154

Dear Mr. Preston:
 We have reviewed your response dated Apr il 25, 2012 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
    Form 10-K for the year ended December 31, 2011

 21. Segment and Related Information, page 130

1. We have read your response to comment 6 in our letter dated March 28, 2012.  Please
revise future filings to clarif y that Oakleaf is an operating segment but does not meet the
criteria to be presented as a separate reportable segment.
 Form 10-Q for the period ended March 31, 2012

 Management’s Discussion and Analysis, page 33

2. You disclose on page 40 that the Company has offered price concessions to retain
municipal work in many instances due to competition and the increasing difficulty in
retaining customers and winning new contracts at current aver age rates.  To the extent

Mr. Steven C. Preston Waste Management, Inc.  May 3, 2012 Page 2

 material in future filings, please quantify th e impact of such concessions and describe
your use of them in more detail.  In future  filings, please quantify the amount of revenue
in each period from residential se rvices vs. commercial and indus trial.  This appears to be
useful information to investors as evidenced  by the discussion of  downward pressure on
revenue growth in the residential sector included in the most recent Forms 10-Q and 10-
K.  You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Branch Chief

CORRESP
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Correspondence Letter

 [WM LETTERHEAD]

 April 25, 2012

 Via UPS and EDGAR

Mr. Terence O’Brien

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Waste Management, Inc.

 Form 10-K

 Filed February 16, 2012

File No. 1-12154

 Dear Mr. O’Brien:

 We are responding to comments received from the staff
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated March 28, 2012 relating to the above-referenced filing (the “Form 10-K”) of Waste Management, Inc. (the
“Company”). We propose to address the Staff’s comments in this response letter and, on an ongoing basis, in our future annual and quarterly reports on Forms 10-K and 10-Q. For your convenience, our responses are prefaced by the text
of the corresponding comment.

 Form 10-K for the year ended December 31, 2011

Management’s Discussion and Analysis, page 29

 Income from Operations by Reportable Segment, page 48

1.
On page 49 you state that the Southern group recognized a charge of $11 million in 2011 related to litigation reserves and this charge was initially recognized in
“Other” during the fourth quarter of 2010. Please explain to us and revise future filings accordingly to discuss the nature of the litigation reserve, the reasons for the reclassification from Other into Southern, and the reasons why the
charge was not simply reclassified to conform to the 2011 presentation, i.e., explain why the charge is being recognized in a different period.

 Response:

 The $11 million litigation reserve was the result of a court
judgment issued in a litigation matter related to our Southern Group operating segment that we have since appealed. Due to the timing of the ruling, the reserve was recorded after

Letter to Mr. Terence O’Brien

 April 25, 2012

Page 2

 the general ledgers
of our operating segments for the year 2010 were closed. It is our policy to record any such late journal entries at the consolidation level, and to the extent such late journal entries relate to our operating segments, report them in
“Other” in the period in which they are initially recorded. This practice of reporting late journal entries in “Other” in our segment disclosures and not in the related operating segment is consistent with the way such
information is reported to our chief operating decision maker.

 It is our policy to record such late journal entries in
the appropriate operating segments in the next reporting period with a corresponding reversal out of “Other.” This practice of recognizing the late journal entries in the appropriate operating segments in the subsequent reporting period is
also consistent with the way such information is reported to our chief operating decision maker. In the case of the $11 million litigation reserve, the reserve was recorded and reported in “Other” and reflected in our consolidated
operating measures at the consolidated level in 2010 but was transferred out of “Other” and reported in our Southern Group’s operating measures in the subsequent period in 2011. In both cases, this reporting of the litigation reserve
was consistent with how the litigation reserve was presented to our chief operating decision maker.

 We believe our
operating segment disclosures comply with the requirements of ASC Topic 280-10-50-27, which state, in part, that the amount of each segment item reported shall be the measure reported to the chief operating decision maker. Paragraph 27 further
states that adjustments and eliminations made in preparing a public entity’s general-purpose financial statements and allocations of revenues, expenses, and gains or losses shall be included in determining reported segment profit or loss only
if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker.

 In future filings, we will further clarify our discussion of the presentation of journal entries recorded subsequent to the closing date of our operating segment ledgers in our Segment and Related
Information note to the extent such late journal entries exist.

 Note 11 – Commitments and Contingencies, page 106

2.
You disclose on page 107 that you retain a portion of the risks related to general liability, among other items, and you discuss accruals for self-insured retentions.
Please tell us your consideration of ASC Topic 450-20-25-8.

 Response:

The term “general liability” as used in the aforementioned section of the Form 10-K refers to specific third party claims
made against us that may be covered under our Commercial General Liability Insurance Policy. Typical general liability claims include third party tort claims for bodily injury and/or property damage. Our reserve for “general liability”
claims represents the self-insured component of these specific claims.

 Letter to Mr. Terence O’Brien

 April 25, 2012

 Page 3

We follow ASC Topic 450, Contingencies (formerly SFAS No. 5), when determining whether to accrue for
contingencies and, accordingly, do not record general reserves.

 In future filings, the disclosure will be clarified to
state that, “general liability refers to the self-insured portion of specific third party claims made against us that may be covered under our Commercial General Liability Insurance Policy.”

3.
For the securities class action discussed on page 111 and any other loss contingencies discussed, please disclose a quantified range of loss, state that the range of
loss is immaterial, or disclose that the range of loss cannot be estimated, as appropriate. Regarding your disclosure that the outcome of the securities class action cannot be predicted with certainty, note that “certainty” is not included
in ASC 450-20-50-4 and does not preclude disclosure of an estimate or range based on available information.

 Response:

 We believe our current disclosures comply with ASC Topic 450 by providing the reader with sufficient information
regarding our inability to estimate a range of loss for our disclosed loss contingencies. However, in future filings, for disclosed loss contingencies, we will disclose a range of loss, if estimable and material. If a range of loss is not either
estimable or material, we will so state. Summarized below is additional language we currently anticipate adding to our next quarterly report on Form 10-Q regarding pending loss contingencies. This language is subject to revision based on
developments in these matters.

 With respect to the securities class action, we will revise future filings to clarify
that, “Because these motions are still pending and other unresolved legal and factual issues remain, the viability of the plaintiffs’ claims cannot be predicted and, as a result, a range of loss cannot currently be estimated.”

 With respect to the pending Florida and Alabama class actions specifically disclosed, we will revise future filings to
clarify that, “Given the inherent uncertainties of litigation, including the early stage of these cases, the unknown size of any potential class, and legal and factual issues in dispute, the outcome of these lawsuits cannot be predicted and a
range of loss cannot currently be estimated.”

 With respect to the investigation being conducted by the United
States Attorney’s Office for the District of Hawaii disclosed on page 113 of our Form 10-K, we will revise future filings to clarify that “While we could potentially be subject to sanctions, including requirements to pay monetary
penalties, in connection with a future proceeding that may arise from the investigation, because no proceeding has yet commenced and significant factual and legal issues remain, a range of loss cannot currently be estimated.”

 Letter to Mr. Terence O’Brien

 April 25, 2012

 Page 4

With respect to the other “various proceedings, lawsuits, disputes and claims arising in the ordinary course of business”
currently mentioned on pg 112 of our Form 10-K and environmental contingencies disclosed, we will revise future filings to clarify that, “We do not currently believe that the eventual outcome of any such actions, individually or in the
aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.”

4.
Regarding the withdrawal liability for previous withdrawals from pension plans, please clarify whether there is a loss contingency that existed at the date of the
financial statements and, if applicable, provide the disclosures required by ASC 450-20-50.

 Response:

In addition to the recorded accrual, a loss contingency existed as of December 31, 2011 related to the previous pension plan
withdrawals that did not meet the recognition criteria under ASC Topic 450. We concluded that such loss contingency was immaterial, as we did not believe that such matter could have a material adverse effect on the Company’s business, financial
condition, results of operations or cash flows.

 Set forth below is revised text we currently anticipate including in
our next quarterly report on Form 10-Q. This language is subject to revisions based on developments in these matters.

“We are still negotiating and litigating final resolutions of our withdrawal liability for previous withdrawals and our recent
final withdrawal mentioned above, but we do not believe any additional liability above the charges we have already recognized for such previous withdrawals could be material to the Company’s business, financial condition, results of operations
or cash flows.”

 In future filings, we will disclose a range of loss, if estimable and material, for disclosed loss
contingencies. If a range of loss is not either estimable or material we will so state.

 19. Acquisitions and Divestitures, page
125

5.
We note your disclosure that of the $497 million in goodwill recognized from acquisitions during 2011, $327 million related to Oakleaf. Please tell us from where the
remaining goodwill of $170 million was generated. We may have further comment. Expand disclosure in your filing to provide more detail regarding acquisition activity for the periods presented, e.g. data regarding the number of businesses acquired in
categories by size of business, location, nature of operations, etc.

 Letter to Mr. Terence O’Brien

 April 25, 2012

 Page5

 Response:

 We acquire numerous businesses each year, with the majority
of them relating to our core solid waste and recycling operations. In 2011, excluding the Oakleaf acquisition, we acquired 55 businesses; in 2010, we acquired 47 businesses; and in 2009, we acquired 50 businesses, and we recorded related goodwill of
$170 million, $77 million and $125 million, respectively. The Segment and Related Information note to our annual financial statements discloses acquired goodwill by reportable segment. We believe our acquisitions, other than Oakleaf, did not have a
material impact, either individually or in the aggregate, on the Company’s business, financial condition, results of operations or cash flows for all periods presented.

 21.     Segment and Related Information, page 130

6.
We note Oakleaf has been included in the “Other” operations category, yet goodwill from this acquisition has been allocated to the four geographic segments as
described on page 126. Therein you disclose that, among other things, you expect synergies from combining your operations with Oakleaf’s national accounts customer base and vendor network, which will expand your partnership with third-party
service providers. Please explain to us how you determined it is appropriate to include the operations of Oakleaf in a separate category outside of your geographic segments.

 Response:

 Oakleaf and the four geographic groups are each separate
operating segments with discrete financial information available for each. For purposes of our chief operating decision maker’s consideration of resources to be allocated to these operations and assessment of their performance, he views Oakleaf
and the four geographic groups as separate operating segments, and he is presented with discrete financial information for each. Oakleaf provides outsourced solid waste and recycling services primarily through a nationwide network of third-party
haulers, which are significantly different from the collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services provided by our four geographic groups. Oakleaf was included in the “Other”
operations category as it does not meet the criteria to be presented as a separate reportable segment.

 Although Oakleaf
is a separate operating segment, significant deal value is derived from our ability to access Oakleaf’s in-place vendor-hauler network. In many cases we can provide vendor-haulers with opportunities to maintain and increase their business by
utilizing our extensive post-collection network, thereby increasing the volume of waste disposed of at our landfills and transfer

Letter to Mr. Terence O’Brien

 April 25, 2012

Page 6

 stations. Because
our post-collection network operations are within our four geographic groups, the disclosed expected synergies are anticipated to be realized by the four geographic groups. As a result, in accordance with ASC 350-20-35-41, for our goodwill
impairment tests, we allocated this goodwill to our four geographic groups. Because the allocated goodwill is included in the discrete financial information of the geographic groups that is provided to our chief operating decision maker, we have
included the allocated goodwill in the total assets of the geographic groups disclosed in the Segment and Related Information note to our annual financial statements.

 *     *     *     *

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 Staff 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.

 If you have any questions regarding our response, please contact the undersigned at
(713) 265-1671.

 Sincerely,

 /s/ Steven C. Preston

 Mr. Steven C. Preston

Executive Vice President – Finance,

 Recycling & Energy Services

 cc:     Ms. Jenn Do, United
States Securities and Exchange Commission

 Waste Management, Inc.:

Patrick W. Gross, Chairman – Audit Committee

 W. Robert Reum, Chairman of the Board

 David P. Steiner, President and Chief
Executive Officer

 Rick L Wittenbraker, SVP & General Counsel

March 28, 2012
 Via E-mail

Mr. Steven C. Preston Executive Vice President – Finance, Recycling & Energy Services Waste Management, Inc. 1001 Fannin Street, Suite 4000 Houston, TX 77002
Re: Waste Management, Inc.
 Form 10-K
Filed February 16, 2012 File No. 1-12154

Dear Mr. Preston:
 We have reviewed your filing 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 within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the year ended December 31, 2011

 Management’s Discussion and Analysis, page 29

Income from Operations by Reportable Segment, page 48

1. On page 49 you state that the Southern group recognized a charge of $11 million in 2011
related to litigation reserves and this char ge was initially recogni zed in “Other” during
the fourth quarter of 2010.  Pleas e explain to us and revise future filings accordingly to
discuss the nature of the litigation reserve, the reasons for the reclassification from Other
into Southern, and the reasons why the charge was not simply reclassified to conform to
the 2011 presentation, i.e., explain why the ch arge is being recogni zed in a different
period.

Mr. Steven C. Preston Waste Management, Inc.  March 28, 2012 Page 2

 Note 11 - Commitments and Contingencies, page 106

2. You disclose on page 107 that you retain a port ion of the risks relate d to general liability,
among other items, and you discuss accruals for self-insured retentions.  Please tell us
your consideration of ASC Topic 450-20-25-8.

3. For the securities class action discussed on page 111 and any other loss contingencies
discussed, please disclose a quantified range of loss, state that the range of loss is
immaterial, or disclose that  the range of loss cannot be estimated, as appropriate.
Regarding your disclosure that the outcom e of the securities class action cannot be
predicted with certainty, not e that “certainty” is not included in ASC 450-20-50-4 and
does not preclude disclosure of an estimat e or range based on available information.

4. Regarding the withdrawal liability for previo us withdrawals from pension plans, please
clarify whether there is a loss contingency that existed at the date of the financial statements and, if applicab le, provide the disclosures required by ASC 450-20-50.

19. Acquisitions and Di vestitures, page 125

5. We note your disclosure that of th e $497 million in goodwill recognized from
acquisitions during 2011, $327 million related to Oakleaf.  Please tell us from where the
remaining goodwill of $170 million was generate d.  We may have further comment.
Expand disclosure in your fili ng to provide more detail re garding acquisition activity for
the periods presented, e.g. data regarding the number of businesses acquired in categories
by size of business, location, nature of operations, etc.

21. Segment and Related Information, page 130

6. We note Oakleaf has been included in the “Other” operations category, yet goodwill from
this acquisition has been allocated to the f our geographic segments as described on page
126.  Therein you disclose that, among ot her things, you expect  synergies from
combining your operations with Oakleaf’s nati onal accounts customer base and vendor
network, which will expand your partnership with th ird-party service providers.  Please
explain to us how you determined it is appropria te to include the operations of Oakleaf in
a separate category outside of your geographic segments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Mr. Steven C. Preston Waste Management, Inc.  March 28, 2012 Page 3

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff 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 federa l securities laws of  the United States.

You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

June 10 , 2010

By facsimile to (713) 512 -6299 and U.S. Mail

Mr. David P. Steiner
Chief Executive  Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX 77002

Re:  Waste  Management, Inc.
        Annual Report on Form 10-K for the fiscal year ended December 31 , 200 9
        Filed February 16, 2010
        Definitive Proxy Statement on Schedule 14 A
        Filed March 29, 2010
        File No. 1-12154

Dear Mr. Steiner :

We have completed our review of your Form 10 -K and related filing s and have no further
comments at this time.

 If you have questions about our review of these filings, you may direct them to Edward
M. Kelly, Senior Counsel, at (202) 551 -3728 or  Dietrich A. King, Staff Attorney,  at (202) 551 -
3338.

    Very truly yours,

    Pamela A. Long
     Assistant Director

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corresp

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

UNITED STATES
SECURITIES AND EXCHANGE COMMI SSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 24, 2010

By facsimile to (713) 512 -6299 and U.S. Mail

Mr. David P. Steiner
Chief Executive  Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX 77002

Re:  Waste Management, Inc.
        Annual Report on Form 10-K for the fiscal year ended December 31 , 200 9
        Filed February 16, 2010
        Definitive Proxy Statement on Schedule 14 A
        March 29, 2010
        File No. 1-12154

Dear Mr. Steiner :

We reviewed your filing and have the comments  below .  Where indicated, we think that
you should revise your document in response to these comments .  If you disagree, we will
consider your explanation why our comment is inapplicable or a revision is unnecessary.  Please
be as detailed as necessary in your explanation.  In some of our comments, we may ask you to
provide us information so that we may b etter understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and  to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
that you may have about our comments or on any other aspect of our review.  Feel free to call us
at the telephone numbers l isted at the end of this letter.

10-K

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 credi t agreement, including
all of its schedules and exhibits, with your next periodic report or, if you wish, a current
report on Form 8 -K.

Mr. David P. Steiner
May 24, 2010
Page 2
14A

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

2. Please c onfirm that you computed the aggregate grant date fair value  for the 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 com pute
the 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.

Closing

As appropriate, p lease respond to these comments within 10 business days or tell us when
you will provide us a response.  Please provide us a supplemental response letter that keys your
responses to our comments and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your supplemental response on EDGAR as a
correspondence file.  Please understand that we may have additional comments after reviewing
your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes  all information require d under the Securities and
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.   Since the company and its management are in possession of al l
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures that they have made.

In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging th at:

 The company is responsible for the adequacy and accuracy of the disclosure in
their filings .

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

 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.

In addition, please be advised that the Division of Enforcement has access to all
infor mation you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Mr. David P. Steiner
May 24, 2010
Page 3
If you have any questions regarding these comments, please direct them to  Edward M.
Kelly, Senior Counsel, at (202) 551 -3728 or Dietrich A. King, Staff Attorney , at (202) 551-3338.

      Very truly yours,

      Pamela A. Long
      Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 12, 2009
By U.S. Mail and Facsimile   Mr. Robert G. Simpson  Chief Financial Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000 Houston, TX 77002

Re: Waste Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  File No. 001-12154

Dear Mr. Simpson:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any further questions regarding our review of your filings, please direct them
to Dale Welcome, Staff Accountant, at (202) 551 -3865 or, in his absence,  to the undersigned at
(202) 551-3768.

 Sincerely,

 John Cash         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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corresp

April 27, 2009

Via EDGAR

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington D.C., 20549

          Re:   Comment Letter dated
April 8, 2009 relating to Annual Report on Form 10-K for the year
ended December 31, 2008 (the “10-K”) of Waste Management, Inc. (the “Company”), File No. 001-12154

Dear Mr. Hartz:

          In connection with your review of
the Company’s 10-K, we submit the following response to the
comments included in your letter of April 8, 2009, which 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.

Form 10-K for the Fiscal Year Ended December 31, 2008

General – Long-lived Assets, Goodwill and Other Intangible Assets

    1.

    Your WMRA segment experienced a rapid decline in commodity prices due to a significant
decrease in demand for recyclables, and you considered this in your annual goodwill/intangible
impairment test for 2008. You may need to record an impairment charge if the current market
conditions continue for a sustained period.

    Recently it appears that events described in paragraph 8 of FASB 144 may have occurred.
Tell us whether you have performed an assessment of your WMRA long-lived assets in
compliance with paragraph 8 of SFAS 144, and your policy described on page 72.

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 2 of 8

    Whenever it is reasonably possible that a reporting unit or an asset grouping could
experience a material impairment, please revise future filings to clarify your disclosures.
In particular:

    •

    Explain how you identified reporting units and asset groupings;

    •

    Explain how you assigned assets, liabilities, deferred taxes and goodwill to
reporting units; and

    •

    Disclose significant assumptions, if applicable:

    o

    Use of an income-based approach

    –

    Cash Flows

    –

    Growth rates

    –

    Discount rates

    –

    Use of a weighed average cost of capital or a cost of equity method

    –

    Risk applications

    –

    Control premiums

    o

    Market-based approaches and third-party valuations

    –

    If important to an understanding of your method, identify the
comparable entity

    –

    Identify adjustments

    –

    Identify multiples

    Item 303 of Regulation S-K requires MD&A disclosure of material uncertainties unless
management has concluded that the uncertainty is not reasonably likely to materially impact
future operating results. This could include uncertainties regarding the recoverability of
recorded assets. Refer to the guidance in Sections 501.02 and 501.12.b.3 of the Financial
Reporting Codification. Also, Section 2.16 of the Financial Reporting Codification states
that “registrants have an obligation to forewarn public investors of the deteriorating
conditions which, unless reversed, may result in a subsequent write-off. This includes an
obligation to provide information regarding the magnitude of exposure to loss.”

    To the extent you gather and analyze information regarding the risks of recoverability of
any of your assets, such information may be required to be disclosed if it would be
material and useful to investors. We believe that it is important to provide investors
with information to help them evaluate the current assumptions underlying in your
impairment assessment relative to your current market conditions and your peers to enable
them to attempt to assess the likelihood of potential future impairments. We believe that
detailed rather than general disclosures regarding these risks and exposures would provide
investors with the appropriate information to make this evaluation. In this regard, we
urge you to consider what additional quantitative disclosures can be provided to convey the
risk that additional impairment charges may be recorded.

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 3 of 8

          As we disclosed in our Risk
Factors in the 10-K under the risk “We may record material charges
against our earnings due to any number of events that could cause impairments to our assets,” we
believe the downturn in the recycling commodities markets could potentially become an issue with
respect to the carrying value of WMRA’s assets, depending on the continuation and the severity of
the downturn. In connection with our annual goodwill impairment testing, which was conducted in
the fourth quarter, we concluded that there was no goodwill impairment. Based on our more recent
assessment, including our review of market forecasts and the proactive steps we have taken with
respect to our arrangements and agreements for purchases and sales of commodities, we continue to
believe that a goodwill impairment is not reasonably likely. We have been monitoring the situation
carefully and will continue to do so. However, as discussed below, certain changes have taken
place related to our announced first quarter 2009 restructuring that make the likelihood of any
goodwill impairment even more remote.

          In addition to our annual goodwill
impairment assessments we assess goodwill if events or
changes in circumstances indicate a possible impairment, such as the impairment indicators listed
in paragraph 8 of FAS 144. The downturn in the commodities markets may appear to be an indicator
of an impairment to the goodwill and/or the long-lived assets associated with our WMRA segment.
However, for the reasons set forth below, we do not believe that an impairment indicator had
occurred as of December 31, 2008 such that an additional assessment under FAS 142 or an assessment
of our long-lived assets under FAS 144 is required.

          As we have disclosed, our
recycling operations recently have had a negative impact on our
consolidated results of operations on a period over period basis. As we have previously disclosed
in the Risk Factors included in our Forms 10-K, in the two year period ended December 31, 2007, the
year-over-year changes in the quarterly average market prices for old corrugated cardboard ranged
from a decrease of as much as 34% to an increase of as much as 83%. The same comparison for old
newsprint ranged from a decrease of 16% to an increase of 47%. In the fourth quarter of 2008, the
monthly market prices for these commodities decreased by 79% and 72%, respectively, from their high
points within the year. These changes are indicative of the historical volatility and cyclical
nature of the commodities markets, and are one of the bases on which we determined that the current
downturn is not the permanent or long-term type of event that would be an indicator of impairment
under FAS 144. At year-end, both our internal projections and the market data we receive from
third parties showed a turn around in the markets that would make the possibility of an impairment
indicator even more remote. Additionally, it should be noted that the recent significant decreases
in the markets are directly following an historical high in the markets for recyclable commodities.
The level to which prices have dropped is within a range of the historical five-year cycle.
However, having recently experienced a strong

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 4 of 8

market for recyclable commodities, the rapid decline currently experienced is felt harder and
perceived as greater.

          Further, we note that in general,
our recycling operations are not very capital intensive. A
significant portion of our recycling revenues is generated from our brokerage business, which has
few assets associated with it. Our material recovery operations are generally conducted at
facilities that we operate through operating lease agreement. The equipment we place at these
facilities makes up a substantial portion of our recycling long-lived assets. This equipment often
can be dismantled and redeployed elsewhere. Even in a circumstance where a facility is shutdown
completely, the equipment is normally useful in another facility. As a result, there is not a high
asset base for recoverability purposes. FAS 144 requires testing for recoverability when facts and
circumstances indicate that assets’ carrying amounts may not be recoverable; the nature of our
recycling assets is such that it would take circumstances much more extreme than we have recently
experienced for us to believe that the carrying amounts are not recoverable.

          Additionally, the operation of our
recycling facilities is integrated with our solid waste
operations, particularly our collection operations. As a result, it is rare that for FAS 144
purposes we would have a recycling facility as a stand-alone asset for impairment testing purposes.
Our collection operations feed, to a large extent, our facilities and at times the existence of
the recycling facility itself is a necessity under the terms of the collection contract. This
grouping of assets necessarily means that the negative effect of the downturn in the commodities
markets is diluted for impairment assessment purposes because the asset group itself is more
valuable and has additional cash flows.

          For all of these reasons, we do
not believe that the events in paragraph 8 of FAS 144 had
occurred such that an assessment of the long-lived assets of WMRA was necessary. We note that, in
light of your comment, we have confirmed our

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 5 of 8

belief that the downturn in the market is not an event that indicates a possible impairment
by
informally assessing our recycling assets and ensuring none of them came close to being impaired
due to the downturn.

          As mentioned, we performed our
annual goodwill assessment in the fourth quarter of 2008.
Nothing in that assessment caused us to believe that there was an impairment of our long-lived
assets. Generally speaking, for our recycling operations, an impairment of goodwill will be
experienced prior to an impairment of long-lived assets. Had our goodwill impairment assessment
indicated that an impairment of the long-lived assets was a possibility, we may have reconsidered
our determination that no events had occurred that would require an assessment under FAS 144.

          We also believe it is important to
note that in connection with the first quarter 2009
restructuring of our operations as disclosed in the 10-K, we have transferred the responsibility
for the oversight of the day-to-day operations at our recycling facilities to the management teams
of our geographic groups. As noted, our recycling facilities are operationally integrated with our
solid waste operations. We believe that integrating the management of these facilities with our
solid waste business, specifically the transfer stations and collection operations, helps to ensure
that we are maximizing the profitability and return on invested capital of all aspects of our
business. This change means that management now reviews the results of operations of its four
geographic groups including the recently transferred recycling facilities. The brokerage business
and electronic recycling services are now reported as part of our “Other” operations. As a
result, our Quarterly Report on Form 10-Q for the first quarter 2009 will show a change in our
reportable segments; rather than having four geographic segments and two functional segments (WTI
and WMRA), we will be reporting four geographic segments and WTI. We conducted an assessment of
the goodwill of the WMRA segment before the reclassification and did not find any impairment of the
segment’s goodwill before transferring the management of the operations into the different reporting segments.

          We note your request that if it
becomes reasonably possible that a reporting unit or asset
grouping could experience a material impairment, we will need to clarify our disclosures.

Item 8. Financial Statements and Supplementary Data, page 54

Note 10 – Commitments and Contingencies, page 88 Environmental Matters, page
91

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 6 of 8

    2.

    You disclose that any of these matters potentially could have a material adverse effect on
your consolidated financial statements. We also note that the aggregate potential liability at
the high and of the range could be $135 million higher. Please tell us and revise future
filings to disclose whether it is reasonably possible that the additional potential losses at
any particular site could be material. If so, tell us what consideration you have given to
enhanced disclosures concerning that site(s). In particular:

    •

    A description if the site and nature of and stage of remediation;

    •

    Circumstances affecting the reliability and precision of loss estimates;

    •

    The extent to which unasserted claims are reflected in any accrual or may affect
the magnitude of the contingency;

    •

    Whether, and to what extent, losses may be recoverable from third parties;

    •

    The period in which claims for recovery may be realized;

    •

    The likelihood that claims for recovery may be contested;

    •

    The financial condition of third parties from which recovery is expected;

    •

    The timing of payments of accrued and unrecognized amounts;

    •

    The material components of the accruals and significant assumptions underlying
estimates;

    •

    Capital expenditures to limit or monitor hazardous substances or pollutants; and

    •

    Other infrequent or non-recurring clean-up expenditures that can be anticipated,
but which are not required in the present circumstances.

          We have disclosed that as of
December 31, 2008 we have recorded $299 million in our
Consolidated Financial Statements for environmental remediation liabilities and if we used the high
ends of the ranges for those liabilities, our aggregate potential liability would be approximately
$135 million higher on a discounted basis. The liabilities we have disclosed apply to all of our
environmental remediation liabilities, not just liabilities at the 74 NPL sites where we have been
identified as a PRP.

          As disclosed in the Regulation
section of our 10-K, in addition to the laws and regulations
administered by the U.S. EPA, we are subject to state, local and provincial environmental laws and
regulations. As disclosed on page 42 of the 10-K, in addition to the 273 active landfills we owned
or operated at year-end, we are responsible for 195 closed landfills. Additionally, we have
environmental remediation liabilities at some transfer stations, material recovery facilities and
hauling operations. As a result, our environmental remediation liabilities include obligations
associated with state and local remediation actions in addition to EPA Superfund sites. These
liabilities could apply to literally hundreds of sites.

John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

April 27, 2009

Page 7 of 8

          We have reviewed our information
related to these liabilities and confirm that there is no
individual site where it is reasonably possible that the additional potential losses at any such
site could be material.

          With respect to the list of items
for enhanced disclosures included in your letter, we would
like to note that we agree to consider these additional disclosures in those circumstances where we
may have individual sites or matters where the additiona

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 8, 2009
By U.S. Mail and Facsimile   Mr. Robert G. Simpson  Chief Financial Officer Waste Management, Inc.  1001 Fannin Street, Suite 4000 Houston, TX 77002

Re: Waste Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  File No. 001-12154

Dear Mr. Simpson:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2008

 General – Long-lived Assets, Goodwill and Other Intangible Assets

 1. Your WRMA segment experienced a rapid decline in commodity prices due to a
significant decrease in demand for recyclables, and you considered this in your annual goodwill/intangible impairment test for 2008.  You may need to record an impairment charge if the current market conditions continue for a sustained period.

Recently it appears that events described in paragraph 8 of FASB 144 may have
occurred.  Tell us whether you have performed an assessment of your WRMA

Mr. Robert G. Simpson
Waste Management, Inc. April 8, 2009 Page 2
long-lived assets in compliance with paragraph 8 of SFAS 144, and your policy described on page 72.

Whenever it is reasonably possible that a reporting unit or an asset grouping could experience a material impairment, please revise future filings to clarify your disclosures.  In particular:

• Explain how you identified reporting units and asset groupings;
• Explain how you assigned assets, liabilities, deferred taxes and goodwill to
reporting units; and
• Disclose significant assumptions, if applicable:
o Use of an income-based approach
- Cash flows
- Growth rates
- Discount rates
- Use of a weighted average cost of capital or a cost of equity method
- Risk applications
- Control premiums
o Market-based approaches and third-party valuations
- If important to an understanding of your method, identify the
comparable entity
- Identify adjustments
- Identify multiples
 Item 303 of Regulation S-K requires MD&A disclosure of material uncertainties unless management has concluded that the uncertainty is not reasonably likely to materially impact future operating results.  This could include uncertainties regarding the recoverability of recorded assets.  Refer to the guidance in Sections 501.02 and 501.12.b.3 of the Financial Reporti ng Codification.  Also, Section 216
of the Financial Reporting Codification states that “registrants have an obligation to forewarn public investors of the deteriorating conditions which, unless reversed, may result in a subsequent write-off.  This includes an obligation to provide information regarding the magnitude of exposure to loss.”

To the extent you gather and analyze information regarding the risks of recoverability of any of your assets, such information may be required to be disclosed if it would be material and useful to investors.  We believe that it is important to provide investors with information to help them evaluate the current assumptions underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments.  We believe that detailed rather than general disclosures regarding these risks and exposures would provide investors with the appropriate information to make this evaluation.  In this regard, we urge you to consider what additional quantitative disclosures can be provided to convey the risk that additional impairment charges may be recorded.

Mr. Robert G. Simpson
Waste Management, Inc. April 8, 2009 Page 3   Item 8.  Financial Statements and Supplementary Data, page 54

 Note 10 – Commitments and Contingencies, page 88

Environmental Matters, page 91
 2. You disclose that any of these matters potentially could have a material adverse
effect on your consolidated financial statements.  We also note that the aggregate potential liability at the high end of the range could be $135 million higher.  Please tell us and revise future filings to disclose whether it is reasonably possible that the additional potential losses at any particular site could be material.  If so, tell us what consideration you have given to enhanced disclosures concerning that site(s). In particular:

• A description of the site and nature of and stage of remediation;
• Circumstances affecting the reliability and precision of loss estimates;
• The extent to which unasserted claims are reflected in any accrual or may
affect the magnitude of the contingency;
• Whether, and to what extent, losses may be recoverable from third parties;
• The period in which claims for recovery may be realized;
• The likelihood that claims for recovery may be contested;
• The financial condition of third parties from which recovery is expected;
• The timing of payments of accrued and unrecognized amounts;
• The material components of the accruals and significant assumptions
underlying estimates;
• Capital expenditures to limit or monitor hazardous substances or pollutants;
and
• Other infrequent or non-recurring clean-up expenditures that can be
anticipated, but which are not required in the present circumstances.

* * *
 Please respond to these comments within 10 business days, or tell us when you
will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please furnish your response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. Robert G. Simpson
Waste Management, Inc. April 8, 2009 Page 4  management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure in response to staff 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
 If you have any questions regarding these comments, you may contact Dale
Welcome, Staff Accountant, at (202) 551-3865 or , in his absence, to the undersigned at
(202) 551-3689.
Sincerely,

John Hartz
        Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
August 22, 2008

via U.S. mail and facsimile

Mr. Robert G. Simpson    Senior Vice President and Chief Financial Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX  77002
RE: Waste Management, Inc.
Form 10-K for the Year Ended December 31, 2007
  Filed February 19, 2008
Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008   File No. 001-12154

Dear Mr. Simpson:

We have completed our review of these filings and have no further comments at
this time.

If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Jessica Kane, Staff Attorney, at (202) 551-3235 or, in her absence, to Lesli Sheppar d, Staff Attorney, at (202) 551-3708.  Please
contact Ryan Rohn, Staff Accountant, at ( 202) 551-3739 or, in his absence, to the
undersigned at (202) 551-3689 if you have que stions regarding our review of the
financial statements and related matters.          S i n c e r e l y ,            John Hartz        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

[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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 2, 2008

via U.S. mail and facsimile

Mr. Robert G. Simpson    Senior Vice President and Chief Financial Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX  77002
RE: Waste Management, Inc.
Form 10-K for the Year Ended December 31, 2007
  Filed February 19, 2008
Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008   File No. 001-12154

Dear Mr. Simpson:    We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers 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.

Mr. Robert G. Simpson
Waste Management, Inc.
July 2, 2008 Page 2  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 re quired by Item 103 of Regulation S-K for
all legal proceedings, including proceedi ngs with governmental authorities.
 Item 7. Management’s Discussion and Analys is 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 disc losure to include all of the material limitations of
this measure, including, but not limite d 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.

Critical Accounting Estimates and Assumptions, page 25
 Accounting for Landfills

4. We note that accounting for landfills and re lated 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 ur ge 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 info rmation shown on page 5. It would
appear appropriate to include this info rmation in either MD&A, or a footnote.
Specifically we request that in futu re filings you provide the following:

- An analysis of your investment in landfills, showing non-depletable land,
development costs, constructi on-in-progress and accumulated
depletion/amortization;
- An estimate of future costs to be incurred on permitted and expanded landfills;
- 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 narratives should be accompanied by quantified imp acts that such changes in estimates
have had on the results of operations.

It appears that you may use different per t on rates for each landf ill. If so, we still
urge you to consider ways in which you can  quantify the impact of changes in the

Mr. Robert G. Simpson
Waste Management, Inc.
July 2, 2008 Page 3
assumptions described above.  In other word s, isolate the impact  that the change
in estimate of future costs had on th e results of operations, independent of
acquisitions and divestitures. Quantify the impact that the net change in estimated landfill capacity had on results of operati ons independent of acquisitions and
divestitures. Explain why the estimates changed.
 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.

Definitive Proxy Statement on Schedule 14A
 Executive Compensation, page 13

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

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.

8. On page 20, you discuss the fact that so me 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 c onsider providing quantification so that
investors can better understand what this means.

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 ph ilosophy.  Please tell  us, with a view
toward future disclosure, which compone nt(s) of your philosophy to which this
statement refers.

Mr. Robert G. Simpson
Waste Management, Inc.
July 2, 2008 Page 4  Summary Compensation Table, page 20

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

*    *    *    *
      Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please furnish your supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Robert G. Simpson
Waste Management, Inc.              July 2, 2008 Page 5
You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her
absence, to Lesli Sheppard, Staff Attorne y, at (202) 551-3708, if you have any questions
regarding legal or disclosure matters.  Pl ease contact Ryan Rohn, Staff Accountant, at
(202) 551-3739 or, in his absence, to the undersigned at (202) 551-3689 if you have questions regarding comments on the financ ial statements and related matters.
        S i n c e r e l y ,            John Hartz        Senior Assistant Chief Accountant

December 18, 2007

Mail Stop 4651

By U.S. Mail and facsimile to (713) 287-2655

Mr. David P. Steiner Waste Management Inc. 1001 Fannin Street, Suite 4000 Houston, Texas  77002
Re:  Waste Management Inc.  Definitive 14A   Filed March 21, 2007
File No. 001-12154
 Dear Mr. Steiner:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3422.             S i n c e r e l y ,              T i m o t h y  A .  G e i s h e c k e r          Senior Counsel

CORRESP
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corresp

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

June 26, 2006

Mr. David P. Steiner
Chief Executive Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX  77002

RE: Waste Management, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 21, 2006
File No. 001-12154

Dear Mr. Steiner:

We have completed our review of your Form 10-K and have no further comments
at this time.

If you have any further questions regarding our review of your filing, please direct
them to Ryan Rohn, Staff Accountant, at ( 202) 551-3739, or to the undersigned at (202)
551-3689.

       S i n c e r e l y ,

       John Hartz
       Senior Assistant Chief Accountant

CORRESP
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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

Page 2 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

June 16, 2006

Mr. David P. Steiner
Chief Executive Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX  77002

RE: Waste Management, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 21, 2006
File No. 001-12154

Dear Mr. Steiner:

  We have reviewed your response letter  dated June 6, 2006 to our letter dated May
16, 2006 and have the following comment.  If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Tax Matters

1. In future filings, you should explain how you differentiate betw een your valuation
account recorded pursuant to SFAS 109 a nd your tax reserve account recorded
pursuant to SFAS 5. As you know the criteria  for recording a va luation against a
deferred tax asset is a more likely than not standard and the criteria for recording
a contingency under SFAS 5 is probable a nd estimable, a higher hurdle on the
probability scale.  We assume that the j udgments related to the valuation account
are based upon the assumption that all tax positions are reasonable and the

Mr. David P. Steiner
Waste Management, Inc.
June 16, 2006 Page 2
valuation relates only to those uncertain ties 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 reserves as of January 1, 2005
represented tax uncertainties entered into in the ordinary course of business;
- You have had only one material tax pos ition for which a deduction has been
disallowed in the past three fiscal years;
- The IRS audits for the 2002-2003 tax year s will not result in a disallowance;
- In general the overwhelming majority of your reserves for uncertain tax
positions are ultimately reversed.

It would appear that your threshold for r ecognition of the rela ted tax assets may
have been too conservative. However you are in the best pos ition to judge the
realizability of a financia l-statement benefit for a position taken for tax-return
purposes.

As you know the FASB is due to issue a fi nal interpretation con cerning this issue,
which will define the recognition criteri a 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 and disc losures when the final interpretation
becomes effective, beginning in 2007.

*    *    *    *

  Please respond to this comment within 10 business days, or tell us when you will
provide us with a response.  Please provide us with a supplementa l response letter that
keys your response to our comment and provide any requested supplemental information.  Detailed letters greatly facil itate our review.  Please file  your supplemental response on
EDGAR as a correspondence file.  Please understand that we may have additional
comments after reviewing your  response to our comment.

If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at (202)  551-3739 or, in his absence, to the undersigned at (202)
551-3689.

       S i n c e r e l y ,

       John Hartz
       Senior Assistant Chief Accountant

CORRESP
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[WASTE MANAGEMENT LETTERHEAD]

June 6, 2006

Via EDGAR and Facsimile (202) 772-9369

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

     Re: Comment Letter dated May 16, 2006 relating to Form 10-K for the fiscal year ended December
31, 2005 (the “Form 10-K”) of Waste Management, Inc. (the “Company”), filed February 21, 2006, File
No. 001-12154

Dear Mr. Hartz:

     In connection with your review of the Company’s Form 10-K, we submit the following response to
your letter of May 16, 2006 addressed to David Steiner. 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, as we believe the format in which we have responded gives the most
comprehensive explanations and answers to your 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 your attention devoted to our filing. Please
feel free to contact the Company at the telephone number listed at the end of this letter.

Tax Matters

1. We note that the settlement of tax audits resulted in a reduction in income tax expense of $398
million in 2005, $101 million in 2004 and $6 million in 2003. Were it not for the reversals of the
reserves you established for these tax exposures your net income in 2005 would have fallen 6%
rather than increased 26%, as reported. In order for us to better understand these reserves please
provide us with the following:

    -

    Explain the underlying material tax position(s) you have taken which you
believe may be challenged and potentially disallowed;

Mr. John Hartz

Senior Assistant Chief Accountant

June 6, 2006

    -

    Tell us whether you consider the position to be specific tax “shelters” as defined by tax authorities, or whether they
represent tax uncertainties entered into in the ordinary course of business;

    -

    Describe the uncertainties surrounding such position(s) and what factors would impact whether they would be potentially
disallowed;

    -

    Quantify in all respects the surrounding accounting for such tax positions;

    -

    Quantify the activity of the reserves from inception, or at least provide adequate historical perspective concerning the
last three years reversals and their original reserve dates;

    -

    Identify where, in both the income statement and balance sheet, the reserve activity was originally recorded;

    -

    Quantify and identify any current reserves and their underlying purpose;

    -

    Regarding any current reserves, describe the uncertainties surrounding such position(s) and what factors would impact
whether they would be potentially disallowed

    -

    Indicate in the activity any actual disallowances;

     The Company acknowledges that, were it not for the reversals of the tax reserves in 2005, the
Company’s net income would have decreased rather than increased. However, the Company respectfully
notes that the tax benefits included in net income recognized by the Company were due not only to
the reversal of the reserves, but also other benefits arising as a result of the audit settlements
(for an example see reference to the sale of assets transaction and generation of additional
capital losses in the “Fiscal 2004” section below). Additionally, the Company notes that it made a
concerted effort to inform investors that the comparability of its net income for 2005 as compared
with 2004 was affected by the reversals. For example, the Company disclosed in the “Margin
Improvement” section of the Management’s Discussion and Analysis Overview in its Form 10-K that the
Company’s improved net income as a percentage of revenues as compared to the prior year was
“largely due to a tax benefit resulting from tax audit settlements.” Similar language was included
in the Company’s earnings press releases and Forms 10-Q for the quarters in which reversals were
recorded.

General

     In the normal course of accounting for income taxes, the Company records and maintains
reserves related to tax return filing positions in compliance with Statement of Financial
Accounting Standards No. 5, Accounting for Contingencies. The majority of the current reserve
amounts are included in the Company’s accrued income taxes, which the Company tracks by individual
matter. The remaining balance, which represents 5.5% of the total reserves for uncertain tax
matters as of January 1, 2006 and relates to Canadian reserve items, is included in
non-current deferred income taxes and is also tracked by individual matter. The reserve
balances as of January 1, 2003 related to tax exposure items identified for tax periods dating back
to 1988. Reserve amounts, the accounting for which is described in detail in response to Comment
#2, are recorded as debits to the tax provision on the income statement and credits to accrued
income taxes on the balance sheet. Once established, the Company generally will not adjust a tax
reserve (aside from the annual accrual of interest expense) unless and until there has been a
discrete event requiring an adjustment, such as a change in the tax law, the issuance of
regulations, the closing or settlement of an audit or the running of the statute of limitations.
If a

2

Mr. John Hartz

Senior Assistant Chief Accountant

June 6, 2006

reduction is necessary or required, the reserves plus the related interest accrued on such
amounts are reversed from accrued income taxes into the tax provision line of the income statement,
where the charge(s) was (were) originally recorded.

     Although the Company has referenced certain percentages of its total reserves in its
discussion below, it is not implying that the percentages are necessarily indicative of whether the
Company considers the tax position and related reserve material. The Company assesses the
materiality of its positions and the amounts of its reserves in accordance with the guidance
provided in Staff Accounting Bulletin No. 99, Materiality, and Statement of Financial Accounting
Concepts No. 2, Qualitative Characteristics of Accounting Information. Instead, the Company has
provided this information to assist the Staff in its understanding of the number of items, as well
as the significance of those items, that are contained in the Company’s reserves for uncertain tax
positions.

Last Three Fiscal Years

     The Company has described its reserves for uncertain tax positions and the activity related to
those reserves for the past three fiscal years in the response below. Since 2003, we have closed
17 audits by the Internal Revenue Service and one by an international taxing authority covering 14
years. As a result of the number of years under audit, the number of uncertain tax positions
included in the Company’s reserves has been substantial. The Company believes that its general
discussion of its reserves and an explanation of the activity within those reserves best explains
why the Company reversed reserves for tax exposures in the last three fiscal years. The Company
has attached as Exhibit A a “roll-forward” showing the activity of its uncertain tax positions
since January 1, 2003, which tracks the discussion below, to assist the Staff in its review. The
Company has also attached as Exhibit B a summary of tax audits closed in the last three fiscal
years.

Fiscal 2005

     The Company’s tax reserves balance as of January 1, 2005 included 23 separate exposure items.
Of these items, three were “asserted,” meaning a taxing authority had identified and challenged the
Company’s position regarding the item. The remaining 20 items were “unasserted,” meaning that,
although no taxing authority had identified and challenged the Company’s position with respect to
the item, the Company assumed that the item would be identified by a taxing authority and that the
Company’s position would be challenged. As of January 1, 2005, of the 23 separate reserve amounts,
only six items individually constituted over
five percent of the total reserve. Each of the remaining 17 reserves amounted to less than
five percent of the total reserve amount; of which seven equaled less than one percent of the total
reserve and 10 were between one and five percent of the total reserve. It should be noted that
two of the 23 exposure items relate to reserves established for state tax return positions.
Although these state items have been aggregated into two single reserves, one classified as
asserted and one classified as unasserted, there are 39 specific exposure issues that are
individually tracked and quantified and make up the total state asserted and unasserted reserve
items.

3

Mr. John Hartz

Senior Assistant Chief Accountant

June 6, 2006

     All but one of the tax positions included in the reserves as of January 1, 2005 represented
tax uncertainties entered into in the ordinary course of business. This one matter related to
contingent liabilities transactions entered into in 1997 by certain subsidiaries of Waste
Management Holdings, Inc. (f/k/a Waste Management, Inc.) prior to their acquisition by the Company.
The transactions were identified as “listed transactions” pursuant to the IRS’ Notice 2001-17
(January 18, 2001). The Company established a tax reserve for the deductions for the capital
losses claimed by the subsidiaries in 1997, which was disclosed to the IRS at the inception of the
1997 audit. The Company filed under Revenue Procedure 2002-67 for fixed concession settlement
procedure, which was accepted by the IRS, and as a result, in the second quarter of 2005, when the
audit for the tax years involving the transactions closed, the Company utilized the majority of
this reserve in settling the issue. This reserve matter was one of the single largest items
included in the balance of uncertain tax position reserves as of January 1, 2005. It represents
the only asserted tax position included in the reserves in the year that represented more than five
percent of the total reserves at the beginning of the year. It is also the only material tax
position for which a deduction has been disallowed in the past three fiscal years.1

     As previously discussed, six of the 23 positions represented a reserve amount that was five
percent or more of the total reserves balance in 2005. Three of these, as well as others that were
of a lesser amount, related, albeit in some cases only tangentially, to the Company’s acquisition
of Waste Management Holdings, Inc. and the subsequent accounting and legal issues it faced in 1999
through 2002. In July 1998, the Company (then known as USA Waste Services, Inc.) acquired Waste
Management Holdings (then known as Waste Management, Inc.) in a triangular merger transaction that
was accounted for as a pooling-of-interests. As the Commission is aware, the Company had an
earnings shortfall in the second quarter of 1999, and announcements made by the Company in relation
to the shortfall led to a multitude of lawsuits against the Company, including a class action
lawsuit and the consent by the Company to the issuance by the Commission of a Cease and Desist
Order. At the direction of its Board of
Directors, the Company initiated a comprehensive accounting review of its accounting records,
systems, processes and controls during 1999, and as a result, recorded $1.2 billion (after-tax) of
charges in the third quarter of 1999.

     The reserves for uncertain tax positions related to these issues included, generally, (i) the
deductibility of certain payments in settlement of lawsuits; (ii) the deductibility of certain
professional fees, transaction and other merger related costs in connection with the July 1998
acquisition of Waste Management Holdings, Inc.; (iii) the deductibility of certain expense items

    1

    The Company entered into a nearly identical
contingent liability transaction in 1996. The Company established a tax
reserve for the deductions in 1996, which was disclosed to the IRS at the
inception of the audit for 1996. The Company also filed for fixed settlement
for this transaction. The reserve for this transaction was aggregated,
although computed and tracked separately, with the reserve for the
above-described transaction because of the similar nature of the transactions.
A portion of the reserve was reduced during 2004 when the audit for 1996
closed. Therefore, the “contingent liability transaction” reserve,
which was established in 1996, and increased for the above-described
transaction in 1997, was partially reduced in 2004 and the majority of the
remainder was reduced in 2005, as discussed above. As discussed, the reserve
is one of the 23 recorded as of January 1, 2005 that was carried over from
fiscal 2004 (but in a reduced amount because of the payments made once the
audit for 1996 closed).

4

Mr. John Hartz

Senior Assistant Chief Accountant

June 6, 2006

recorded as part of the 1999 third quarter charge referred to above; and (iv) the ability to
utilize Section 29 (n/k/a Section 45K) federal income tax credits due to potential taxable income
limitations. In the second quarter of 2005, the Company reversed a substantial amount of these
reserves, representing three separate tax positions, two of which equaled more than five percent of
the total at the beginning of the year. The reversals were made once the Company received
notification, dated June 23, 2005, that the audit for 1997 – 2000 was finalized (and the IRS had
not challenged the Company’s positions). The resolution of the remaining three reserve items
relating to these matters is described below, under “Current Year.”

     The Company also carried a reserve balance that represented more than five percent of the
total reserve as of the beginning of 2005 that related to the structure and financing of certain of
the Company’s international operations, and whether the income from these entities represented U.S.
includible taxable income to the Company on a consolidated basis. In the second quarter of 2005,
the Company reversed a substantial portion of this reserve as the audit for the majority of the
relevant tax years closed and the IRS did not challenge the Company’s position. The Company
intends to reverse the remainder of the reserve in connection with the settlement of the IRS’s
audit for 2002 – 2003, as described below, under “Current Year.”

     The final tax position included in the reserve balance during fiscal 2005 that represented
over five percent of the total reserve as of the beginning of the year relates to state tax issues.
Although a portion of this reserve was reversed in the third quarter of 2005 as state audits were
completed, a significant amount is still recorded in the Company’s financial statements, and is
described below, under “Current Year.”

Fiscal 2004

     As of January 1, 2004, the Company’s reserves balance for uncertain tax positions included 35
separate matters. Twenty-three of these matters were the same matters referenced above in fiscal
2005, which carried over from 2004. Of the 12 matters that did not carry over to 2005, eight were
asserted and four were unasserted. The four unasserted matters that did not carry over to 2005
each accounted for less than five percent of the total reserves as of the beginning of the year.
Each was reversed, in whole, during the year as the relevant statute of limitations ran or the
audit for the relevant tax years was completed and the positions were either not challenged or
ultimately not disallowed by the IRS. Of the eight matters that the IRS had identified and
challenged, but were still reversed in 2004 and therefore did not carry over into 2005, none
represented more than five percen

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 16, 2006

Mr. David P. Steiner
Chief Executive Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX  77002

RE: Waste Management, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 21, 2006
File No. 001-12154

Dear Mr. Steiner:

  We have limited our review of your fili ng to those issues we have addressed in
our comments.  If you disagree with a comment,  we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Tax Matters

1. We note that the settlement of tax audits resulted in a reduction in income tax expense of $398 million in 2005, $101 m illion in 2004 and $6 million in 2003.
Were it not for the reversals of the reserves you established for these tax
exposures your net income in 2005 would have fallen 6% rather than increased
26%, as reported. In order for us to  better understand these reserves please
provide us with the following:

Mr. David P. Steiner
Waste Management, Inc.
May 16, 2006 Page 2
- Explain the underlying material tax position(s) you have taken which you
believe may be challenged a nd potentially disallowed;
- Tell us whether you consider the positions  to be specific tax “shelters” as
defined by tax authorities, or whether th ey represent tax uncertainties entered
into in the ordinary course of business;
- Describe the uncertainties surrounding such position(s) and what factors
would impact whether they would be potentially disallowed;
- Quantify in all respects the surround ing accounting for such tax positions;
- Quantify the activity of the reserves from inception, or at least provide
adequate historical perspective concerning the last three years reversals and
their original reserve dates;
- Identify where, in both the income statement and balance sheet, the reserve activity was originally recorded;
- Quantify and identify any current re serves and their underlying purpose;
- Regarding any current reserves, descri be the uncertainties surrounding such
position(s) and what factors would impact whether they would be potentially disallowed
- Indicate in the activity any actual disallowances;

2. In addition, please elaborate on your accounting policy for how you account for
this reserve. For example you state that you record the amounts for positions that
“may be challenged and potentially disallowed ”.  It is unclear from this language
what your overall threshold of probability is when establishing and adjusting this reserve.

3. In light of the material amount of revers als from the reserves, please describe for
us the reasons for the lack of disallo wance and tell us what consideration you
have given to your track r ecord regarding the likelihood of disallowance.  We
may have further comment.

4. Please provide for us an analysis of  your views concerning the FASB May 10,
2006 meeting concerning new disclosure s about tax uncertainties and what
changes you are contemplating to provide more transparency to this material
policy.  Also, tell us what considerati on you have given to including this as a
critical accounting estimate a nd assumption in your MD&A.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental

Mr. David P. Steiner
Waste Management, Inc.
May 16, 2006 Page 3
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at (202)  551-3739 or, in his absence, to the undersigned at (202)
551-3689.

       S i n c e r e l y ,

       John Hartz
       Senior Assistant Chief Accountant