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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^*

MYERS A MAURICE

(Last)

(First)

(Middle)

1001 FANNIN

SUITE 4000

(Street)

HOUSTON

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/01/2004		M		195,923	A	$15.5625	492,163	D
Common Stock⁽¹⁾	06/01/2004		M		26,039	A	$15.5625	518,202	D
Common Stock⁽¹⁾	06/01/2004		M		78,038	A	$16.6875	596,240	D
Common Stock⁽¹⁾	06/01/2004		S		33,000	D	$28.25	563,240	D
Common Stock⁽¹⁾	06/01/2004		S		14,800	D	$28.26	548,440	D
Common Stock⁽¹⁾	06/01/2004		S		1,900	D	$28.27	546,540	D
Common Stock⁽¹⁾	06/01/2004		S		5,100	D	$28.28	541,440	D
Common Stock⁽¹⁾	06/01/2004		S		14,000	D	$28.29	527,440	D
Common Stock⁽¹⁾	06/01/2004		S		13,100	D	$28.3	514,340	D
Common Stock⁽¹⁾	06/01/2004		S		7,900	D	$28.31	506,440	D
Common Stock⁽¹⁾	06/01/2004		S		13,900	D	$28.32	492,540	D
Common Stock⁽¹⁾	06/01/2004		S		5,800	D	$28.33	486,740	D
Common Stock⁽¹⁾	06/01/2004		S		8,100	D	$28.34	478,640	D
Common Stock⁽¹⁾	06/01/2004		S		6,400	D	$28.35	472,240	D
Common Stock⁽¹⁾	06/01/2004		S		7,400	D	$28.36	464,840	D
Common Stock⁽¹⁾	06/01/2004		S		15,000	D	$28.37	449,840	D
Common Stock⁽¹⁾	06/01/2004		S		9,400	D	$28.38	440,440	D
Common Stock⁽¹⁾	06/01/2004		S		6,600	D	$28.39	433,840	D
Common Stock⁽¹⁾	06/01/2004		S		5,800	D	$28.51	428,040	D
Common Stock⁽¹⁾	06/01/2004		S		100	D	$28.52	427,940	D
Common Stock⁽¹⁾	06/01/2004		S		200	D	$28.53	427,740	D
Common Stock⁽¹⁾	06/01/2004		S		200	D	$28.54	427,540	D
Common Stock⁽¹⁾	06/01/2004		S		2,000	D	$28.55	425,540	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$15.5625	06/01/2004		M			195,923	11/11/1999⁽²⁾	11/11/2009	Common Stock	195,923	$15.5625	303,817	D
Stock Option (Right to Buy)	$15.5625	06/01/2004		M			26,039	08/08/1988⁽³⁾	11/11/2009	Common Stock	26,039	$15.5625	277,778	D
Stock Option (Right to Buy)	$16.6875	06/01/2004		M			78,038	11/10/2002⁽⁴⁾	01/03/2010	Common Stock	78,038	$16.6875	197,377	D

Explanation of Responses:

1. Option exercised and shares sold pursuant to Mr. Myers' Rule 10b5-1 Sales Plan.

2. Granted pursuant to the Company's 1993 Stock Incentive Plan. Options vest as follows: (i) 111,111 options vest on November 11, 1999, (ii) 222,222 options vest on November 10, 2001, (iii) 283,333 options vest on November 10, 2002, (iv) 172,222 options vest on November 10, 2003, and (v) 61,112 options vest on November 10, 2004.

3. Granted pursuant to the Company's 1993 Stock Incentive Plan. Options vest as follows: (i) 1/3 of the options shall vest upon the average closing price of the Company's common stock reaching at least $21.50 for 60 consecutive days, (ii) 1/3 of the options shall vest upon the average closing price of the Company's common stock reaching at least $27.00 for 60 consecutive days, (iii) 1/3 of the options shall vest upon the average closing price of the Company's common stock reaching at least $34.00 for 60 consecutive days and (iv) 100% of the options shall vest in full on November 11, 2004, notwithstanding the foregoing.

4. Options granted pursuant to Waste Management, Inc. 1993 Stock Incentive Plan. Options vest in increments of one-third on each of November 10, 2002, November 10, 2003 and November 10, 2004.

Remarks:

	Maurice A. Myers	06/03/2004
	** 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.