FILED PURSUANT TO RULE 424(b)(5)
                                                   REGISTRATION NUMBER 333-97697

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 20, 2002)


                                2,695,238 SHARES

                             WASTE MANAGEMENT, INC.
                                  COMMON STOCK


         Our common stock is listed on the New York Stock Exchange under the
trading symbol "WMI." On December 5, 2002, the last reported sale price of the
common stock on the New York Stock Exchange was $24.57 per share.

         We will issue the shares directly to certain persons in order to settle
litigation. The shares will be issued to those persons based upon an agreed
dollar value of shares in relation to the closing price of our common stock on
the New York Stock Exchange on a specific trading date. We will not receive any
proceeds from the issuance of these shares.

         INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THE PROSPECTUS DATED NOVEMBER 20,
2002.

         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.


                  Prospectus Supplement dated December 6, 2002