<SUBMISSION>
<ACCESSION-NUMBER>0000823768-04-000249
<TYPE>3/A
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040603
<FILING-DATE>20040628
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>Woods Duane C
<CIK>0001293644
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3/A
<ACT>34
<FILE-NUMBER>001-12154
<FILM-NUMBER>04885088
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>713-512-6200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1001 FANNIN STREET, SUITE 4000
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
</MAIL-ADDRESS>
</REPORTING-OWNER>
<ISSUER>
<COMPANY-DATA>
<CONFORMED-NAME>WASTE MANAGEMENT INC
<CIK>0000823768
<ASSIGNED-SIC>4953
<IRS-NUMBER>731309529
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<BUSINESS-ADDRESS>
<STREET1>1001 FANNIN STREET
<STREET2>STE 4000
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
<PHONE>7135126200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1001 FANNIN STREET
<STREET2>SUITE 4000
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>USA WASTE SERVICES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</ISSUER>
<DOCUMENT>
<TYPE>3/A
<SEQUENCE>1
<FILENAME>doc3a.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3/A</documentType>

    <periodOfReport>2004-06-03</periodOfReport>

    <dateOfOriginalSubmission>2004-06-14</dateOfOriginalSubmission>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000823768</issuerCik>
        <issuerName>WASTE MANAGEMENT INC</issuerName>
        <issuerTradingSymbol>WMI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001293644</rptOwnerCik>
            <rptOwnerName>Woods Duane C</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1001 FANNIN STREET, SUITE 4000</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>HOUSTON</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>77002</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Senior Vice President</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>8416.5240</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (right to buy)</value>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>28.45</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2005-06-03</value>
            </exerciseDate>
            <expirationDate>
                <value>2014-06-03</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>50000.0000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Form 3 amended to include grant of  7,900 shares of restricted stock on  June 3, 2004 pursuant to the 2004 Stock Incentive Plan,
which vests in four equal installments beginning on the first anniversary of the date of grant.</footnote>
        <footnote id="F2">Form 3 amended to report grant of stock option on June 3, 2004, pursuant to the Waste Management, Inc. 2004 Stock Incentive Plan,
 which vests in 25% annual increments commencing on the first anniversary of the date of grant.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>Linda J. Smith, attorney-in-fact</signatureName>
        <signatureDate>2004-06-28</signatureDate>
    </ownerSignature>
</ownershipDocument>

</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>dcwpoa.txt
<TEXT>
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, a
Form ID, Uniform Application for Access Codes to File on EDGAR, and
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 11th day of June, 2004.


Signature:	/s/ Duane C. Woods
Name:		Duane C. Woods



</TEXT>
</DOCUMENT>
</SUBMISSION>
