On December 6, 2012, the Board of Directors of Waste Management, Inc. (the "Company") adopted amendments to the Company's By-Laws. The amendments include, among other things, clarifying the process by which stockholder lists will be made available in the event of a stockholder meeting held solely by means of remote communication, clarifying documentation requirements for a stockholder to request a special meeting, establishing procedures to address aggregation of multiple special meeting requests from stockholders, clarifying procedures for determining who will preside at meetings of the Board of Directors in the absence of the Chairman of the Board of Directors and requiring that any person requesting an advancement of expenses must execute an undertaking providing that he or she undertakes to repay the advance to the extent that it is ultimately determined that he or she is not entitled to be indemnified by the Company. The amendments to the By-Laws include other changes intended to clarify and conform various provisions of the By-Laws. The above description of the amendments is qualified in its entirety by reference to the Company's Amended and Restated By-Laws, as currently in effect, a copy of which is filed as Exhibit 3.2 to this report and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description of Exhibit

3.2               Amended and Restated By-Laws of Waste Management, Inc. as of
                  December 6, 2012