POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of David P. Steiner, 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, 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 29th day of August, 2002.


Signature:	/s/ Lawrence O'Donnell, III
Name:		Lawrence O'Donnell, III