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SEC FORM 4 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*
TREVATHAN JAMES E JR
(Last) (First) (Middle)
1001 FANNIN
SUITE 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
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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) 07/19/2004 A 3,100 A $0 19,686.8066 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
Stock Option (right to buy)(2) $29.23 07/19/2004 A 20,000 07/19/2005 07/19/2014 Common Stock 20,000 $29.23 20,000 D
Explanation of Responses:
1. Represents shares of restricted stock granted pursuant to the 2004 Stock Incentive Plan. The shares of restricted stock vest in 25% annual installments, commencng on the first anniversary of the date of grant.
2. Stock option granted pursuant to Waste Management, Inc. 2004 Stock Incentive Plan. Stock option vests in 25% annual installments , commencing on the first anniversary of the date of grant.
Remarks:
Linda J. Smith, attorney-in-fact 07/20/2004
** 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 1st day of March, 2004.

Signature:	/s/ James E. Trevathan
Name:		James E. Trevathan