e424b5
 

Filed Pursuant to Rule 424(b)(5)
Registration Number 333-137526
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 22, 2006)
716,075 SHARES
WASTE MANAGEMENT, INC.
COMMON STOCK
     Our common stock is listed on the New York Stock Exchange under the trading symbol “WMI.” On November 28, 2006, the last reported sale price of the common stock on the New York Stock Exchange was $37.12 per share.
     We are issuing the shares directly to warrant holders upon exercise by such holders of six currently outstanding warrants. The warrants, originally issued in 1996 and 1997, entitle the holders to purchase an aggregate of 716,075 shares of our common stock at purchase prices as follows:
                 
    Number     Exercise  
Warrant Issuance Date   of Shares     Price  
December 1, 1996
    10,750     $ 31.1630  
December 16, 1996
    161,250     $ 28.1390  
December 20, 1996
    17,200     $ 28.6040  
January 2, 1997
    26,875     $ 27.9060  
February 19, 1997
    250,000     $ 30.00  
February 19, 1997
    250,000     $ 30.00  
     We will use the net proceeds of approximately $21 million from the sale of the shares for general corporate purposes.
     Investing in the common stock involves risks that are described in the “Risk Factors” section of our periodic reports incorporated by reference into the Prospectus dated September 22, 2006.
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
     We expect to deliver the shares against payment therefor in Houston, Texas on or about December 4, 2006.
Prospectus Supplement dated November 30, 2006