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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Frazier Brett W

(Last)

(First)

(Middle)

1001 FANNIN

SUITE 4000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2007

3. Issuer Name and Ticker or Trading Symbol
WASTE MANAGEMENT INC [ WMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	5,591.6537	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽²⁾	03/01/2002	03/01/2011	Common Stock	1,875	24.01	D
Stock Option (right to buy)⁽³⁾	03/07/2003	03/07/2012	Common Stock	5,250	27.88	D
Stock Option (right to buy)⁽³⁾	03/06/2004	03/06/2013	Common Stock	9,000	19.61	D
Stock Option (right to buy)⁽³⁾	03/04/2005	03/04/2014	Common Stock	12,000	29.24	D
Stock Option (right to buy)⁽²⁾	05/16/2003	05/16/2012	Common Stock	2,250	26.77	D

Explanation of Responses:

1. Includes 834 restricted stock units remaining to vest pursuant to an award granted January 27, 2005, 2,190 restricted stock units remaining to vest pursuant to an award granted January 27, 2006 and 1,351 restricted stock units granted January 26, 2007, pursuant to the Waste Management, Inc. 2004 Stock Incentive Plan. The awards vest in 25% annual increments, commencing on the first anniversary of the date of grant.

2. Stock option granted pursuant to Waste Management, Inc. 1993 Stock Incentive Plan. The stock option originally vested in 25% annual increments commencing on the first anniversary of the date of grant. The Compensation Committee of the Board of Directors accelerated the vesting of the Company's oustanding options effective December 28, 2005.

3. Stock option granted pursuant to Waste Management, Inc. 2000 Stock Incentive Plan. The stock option originally vested in 25% annual increments commencing on the first anniversary of the date of grant. The Compensation Committee of the Board of Directors accelerated the vesting of the Company's outstanding options effective December 28, 2005.

Remarks:

	Linda J. Smith, attorney-in-fact	07/03/2007
	** 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 5 (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 18th day of June, 2007.


Signature:	/s/ Brett W. Frazier
Name:		Brett W. Frazier