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[WMI letterhead]
December 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Waste Management, Inc.
Registration Statement on Form S-3
Registration No. 333-88027
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Waste
Management, Inc. hereby requests that the above-captioned Registration Statement
be withdrawn as of the date hereof or as soon thereafter as practicable.
The Registration Statement was filed to register a rescission offer for
the participants in WMI's employee stock purchase plan pursuant to which WMI was
offering to rescind the sale of common stock, par value $0.01 per share ("Common
Stock"), to participants in the offering period from January 1 through June 30,
1999. The rescission offer was being made because the participants were not able
to sell their shares when they has been told they could sell by WMI, which was
before a significant decline in the market price of the stock. For
administrative reasons, WMI has decided not to proceed with the rescission
offer, and no rescissions have been made. Therefore, the withdrawal is
consistent with the public interest and the protection of investors.
Very truly yours,
WASTE MANAGEMENT, INC.
/s/ Amanda K. Maki
Amanda K. Maki
Corporate Counsel
