SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAVALLEY JIMMY D

(Last) (First) (Middle)
1001 FANNIN1001 FANNIN
SUITE 4000SUITE 4000

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WASTE MANAGEMENT INC [ WMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President, People
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/08/2004
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 03/04/2004 A 200 A $0 5,896.5814 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of restricted stock granted pursuant to the 2000 Stock Incentive Plan. Shares of restricted stock vest in equa l installments on each of the four anniversaries of the date of grant.
2. Form 4 amended to attach Power of Attorney. Incorrect Power of Attorney attached to Form 4 filed on March 8, 2004.
Remarks:
Linda J. Smith, attorney-in-fact 03/10/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of Rick L Wittenbraker, John Tsai, Amanda Maki and
Linda J. Smith as the undersigned's true and lawful attorneys-in-fact,
with full power of substitution, to:

(1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as a reporting person of Waste Management, Inc. (the "Company")
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations thereunder, Forms 3,
4 and 5 in accordance with Section 16(a) of the Exchange Act and any Form
144, Form 8-K or other form required to be filed relating to the transaction
covered by such report (collectively, the "Required Forms");

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Required
Forms and timely file such Required Forms with the United States Securities
and Exchange Commission, any stock exchange, or other authority or body; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact or their
substitutes, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by any of such attorneys-in-fact or their substitutes on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as any of such attorneys-in-fact
or their substitutes may approve in the discretion of any such person.

The undersigned hereby grants to each such attorney-in-fact or their
substitutes full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that any of such attorneys-in-fact, or the substitute
or substitutes of any of such attorneys-in-fact, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights
and powers herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact or their substitutes, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or any other law, rule or regulation.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Required Forms with respect
to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 21st day of January, 2004.


Signature:	/s/ Jimmy D. LaValley
Name:		Jimmy D. LaValley