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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2004

Waste Management, Inc.

(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-12154   73-1309529
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

       
1001 Fannin, Suite 4000 Houston, Texas
(Address of Principal Executive Offices)
  77002
(Zip Code)

Registrant’s Telephone number, including area code: (713) 512-6200


(Former Name or Former Address, if Changed Since Last Report)




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Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
Exhibit Index
Opinion of John S. Tsai


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Item 5. Other Events

     On March 19, 2004, Waste Management, Inc. (the “Company”) filed a prospectus supplement pursuant to Rule 424 of the Securities Act of 1933, as amended, to its registration statement on Form S-3 (No. 333-97697) (the “Registration Statement”), to register the issuance of shares of its common stock, par value $0.01 per share (the “Common Stock”), upon exercise of an outstanding warrant of the Company.

     The Company is filing a legal opinion issued in connection with the issuance of its shares of Common Stock as exhibit 5.1 hereof, to be incorporated by reference into the Registration Statement.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits.

     
5.1
  Opinion of John S. Tsai.

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

         
  WASTE MANAGEMENT, INC.
 
 
Date: March 19, 2004  By:   /s/ Cherie C. Rice    
    Cherie C. Rice   
    Vice President and Treasurer   
 

 


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Exhibit Index

Exhibit
Number

  Description
5.1
  Opinion of John S. Tsai.