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                                                                     EXHIBIT 4.2

                             WASTE MANAGEMENT, INC.

                   OFFICERS' CERTIFICATE DELIVERED PURSUANT TO
           SECTION 301 OF THE INDENTURE DATED AS OF SEPTEMBER 10, 1997

                  The undersigned, the Executive Vice President and Chief
Financial Officer, and the Senior Vice President, General Counsel and Corporate
Secretary of Waste Management, Inc. (the "Company"), hereby certify that:

                  1. This Certificate is delivered to JPMorgan Chase Bank, as
         successor to The Chase Manhattan Bank, as trustee (the "Trustee"),
         pursuant to Sections 102 and 301 of the Indenture dated as of September
         10, 1997 between the Company, formerly known as USA Waste Services,
         Inc., and the Trustee in connection with the Company Order dated
         November 20, 2001 (the "Order") for the authentication and delivery by
         the Trustee of $400,000,000 aggregate principal amount of 6 1/2% Notes
         due 2008 ("Notes").

                  2. The undersigned have read Sections 102, 103, 301 and 303 of
         the Indenture and the definitions in the Indenture relating thereto.

                  3. The statements made herein are based either upon the
         personal knowledge of the persons making this Certificate or on
         information, data and reports furnished to such persons by the
         officers, counsel, department heads or employees of the Company who
         have knowledge of the facts involved.

                  4. The undersigned have examined the Order, and they have
         examined the covenants, conditions and provisions of the Indenture
         relating thereto.

                  5. In the opinion of the persons making this Certificate, they
         have made such examination or investigation as is necessary to enable
         them to express an informed opinion as to whether or not all conditions
         provided for in the Indenture with respect to the Order have been
         complied with.

                  6. All conditions precedent provided in the Indenture to the
         authentication by the Trustee of $400,000,000 aggregate principal
         amount of Notes have been complied with, and such Debt Securities may
         be delivered in accordance with the Order as provided in the Indenture.

                  7. The terms of the Notes (including the Form of Note) as set
         forth in Annex A to this Officers' Certificate have been approved by
         officers of the Company as duly authorized by resolutions of the Board
         of Directors of the Company as of April 30, 1999, May 14, 1999 and
         November 3, 2001 and such resolutions, copies of which are attached
         hereto as Annex B, are in full force and effect as of the date hereof.

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                  IN WITNESS WHEREOF, the undersigned has hereunto executed this
Certificate as of November 20, 2001.


                                   /s/ WILLIAM L. TRUBECK
                                   ---------------------------------------------
                                   William L. Trubeck
                                   Executive Vice President
                                   and Chief Financial Officer


                                   /s/ DAVID P. STEINER
                                   ---------------------------------------------
                                   David P. Steiner
                                   Senior Vice President, General Counsel
                                   and Corporate Secretary


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                                                                         ANNEX A


                               TERMS OF THE NOTES

         Pursuant to authority granted by the Board of Directors of the Company
on April 30, 1999, May 14, 1999 and November 3, 2001, the Company has approved
the establishment, issuance, execution and delivery of a new series of
Securities (as defined in the Indenture) to be issued under the Indenture dated
as of September 10, 1997 (the "Indenture"), between the Company, formerly known
as USA Waste Services, Inc., and JPMorgan Chase Bank, as successor to The Chase
Manhattan Bank, as trustee (the "Trustee"), the terms of which are set forth
below. Capitalized terms used but not defined herein are used herein as defined
in the Indenture.

         (1)      The title of the series of Securities shall be "6 1/2% Senior
                  Notes due 2008" (the "Notes").

         (2)      The Notes shall be general unsecured, senior obligations of
                  the Company.

         (3)      The initial aggregate principal amount of the Notes which may
                  be authenticated and delivered under the Indenture shall be
                  $400,000,000 (except for Notes authenticated and delivered
                  upon registration of transfer of, or in exchange for, or in
                  lieu of, other Notes pursuant to Section 304, 305, 306, 907 or
                  1107 of the Indenture).

         (4)      The principal amount of each Note shall be payable on November
                  15, 2008.

         (5)      Each Note shall bear interest from November 20, 2001 at the
                  fixed rate of 6 1/2% per annum; the interest payment dates on
                  which such interest shall be payable shall be May 15 and
                  November 15 ("Interest Payment Dates"), of each year,
                  commencing May 15, 2002, until maturity unless such date falls
                  on a day that is not a Business Day, in which case, such
                  payment shall be made on the next day that is a Business Day;
                  the record date for the determination of Holders to whom
                  interest is payable shall be May 1 or November 1,
                  respectively, immediately preceding such date, as the case
                  may be.

         (6)      The Notes are to be issued as Registered Securities. Each Note
                  is to be issued as a book-entry note ("Book-Entry Note") but
                  in certain circumstances may be represented by Notes in
                  definitive form. The Book-Entry Notes shall be issued, in
                  whole or in part, in the form of one or more Notes in global
                  form as contemplated by Section 203 of the Indenture. The
                  Depositary for such Notes shall be The Depository Trust
                  Company, New York, New York.

         (7)      Payments of principal of, premium, if any, and interest due on
                  the Notes representing Book-Entry Notes on any Interest
                  Payment Date or at maturity will be made available to the
                  Trustee by 11:00 a.m., New York

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                  City time, on such date, unless such date falls on a day which
                  is not a Business Day, in which case such payments will be
                  made available to the Trustee by 11:00 a.m., New York City
                  time, on the next Business Day. As soon as possible
                  thereafter, the Trustee will make such payments to the
                  Depositary.

         (8)      The Notes will be redeemable, at the option of the Company, at
                  any time in whole, or from time to time in part, at a
                  Redemption Price equal to the greater of (i) 100% of the
                  principal amount of the Notes to be redeemed or (ii) the sum
                  of the present value of the remaining scheduled payments of
                  principal and interest (at the rate in effect on the date of
                  calculation of the Redemption Price) thereon (exclusive of
                  interest accrued to the Redemption Date) discounted to the
                  Redemption Date on a semiannual basis (assuming a 360 day year
                  consisting of twelve 30-day months) at the applicable Treasury
                  Yield (as defined in the Notes) plus 25 basis points; plus, in
                  either case, accrued interest to the Redemption Date.

         (9)      The Notes shall not be redeemable through the operation of any
                  sinking fund or analogous provision.

         (10)     The Notes will be subject to defeasance and discharge as
                  contemplated by Section 1302 of the Indenture and to covenant
                  defeasance under Section 1303 of the Indenture.

         (11)     The Notes shall be entitled to the benefit of the covenants
                  contained in Sections 1008 and 1009 of the Indenture.

         (12)     The Trustee shall serve initially as Security Registrar for
                  the Notes.

         (13)     The Notes shall be substantially in the form of Exhibit A
                  hereto.



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                                    EXHIBIT A

                                       TO

                                 TERMS OF NOTES

                           [FORM OF BOOK-ENTRY NOTE]


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                                                                         ANNEX B

                       RESOLUTIONS OF BOARD OF DIRECTORS


                  WHEREAS, on September 7, 2001, the Board of Directors
         previously adopted resolutions authorizing certain officers of the
         Company to effect borrowings or securities offerings up to an aggregate
         of $600 million; and

                  WHEREAS, the Board of Directors desires to increase the
         aggregate amount the Company is authorized to borrow under such
         resolutions; and

                  WHEREAS, the Company anticipates that a portion of the
         financing will be through convertible notes, which may result in
         certain purchasers of such notes selling short or otherwise disposing
         of Company Common Stock (the "Common Stock"); and

                  WHEREAS, the Company desires to offset any imbalance position
         caused by the potential disposal of the Common Stock by implementing a
         stock buy-back program to repurchase shares of Common Stock on the open
         market ("Stock Buy-Back Program"), such repurchase of shares not to
         exceed $100 million in fair market value of the Common Stock and not to
         continue beyond thirty days past the closing of the offering;

                  NOW, THEREFORE, BE IT RESOLVED, that the resolutions adopted
         by the Board of Directors on September 7, 2001, authorizing certain
         officers of the Company to effect borrowings or securities offerings up
         to an aggregate of $600 million be, and they hereby are, superceded and
         rescinded; and

                  RESOLVED FURTHER, that the Chief Executive Officer, the Chief
         Financial Officer, the Treasurer, and the Secretary of the Company (the
         "Authorized Officers") be, and each of them hereby is, authorized, for
         and on behalf of the Company, to issue up to $800 Million (net proceeds
         to the Company) of debt securities, consisting of fixed maturity senior
         unsecured debt and zero coupon, subordinated convertible debt, each
         upon such terms and conditions as the Authorized Officers deem
         necessary or appropriate; and

                  RESOLVED FURTHER, that, for a period of up to thirty days
         subsequent to the closing of any debt offering contemplated hereby, the
         Company take the appropriate action to conduct a Stock Buy-Back Program
         through its stock transfer agent, Mellon Investor Services LLC, or
         through any other financial institution and upon such terms and
         conditions, including price, deemed appropriate by the Authorized


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         Officers, in accordance with applicable law, such repurchase of shares
         not to exceed $100 million in fair market value of the Common Stock;
         and

                  RESOLVED FURTHER, that such shares of Common Stock repurchased
         by the Company shall be retained in the Company's treasury; and

                  RESOLVED FURTHER, that the Authorized Officers of the Company
         be, and each of them hereby is, authorized and empowered, for and on
         behalf of the Company, (i) to engage such financial institutions,
         investment banking firms or other advisors to underwrite or assist with
         such debt issuance, on such terms and conditions as they deem advisable
         or appropriate and (ii) to take or cause to be taken any and all such
         actions and to enter into, execute and deliver any and all such
         acknowledgments, agreements, certificates, contracts, indentures,
         instruments, notices, statements, powers of attorney and other
         documents, or to effect any filings, registrations, qualifications or
         applications with any and all appropriate regulatory authorities,
         including the Securities and Exchange Commission, any applicable state
         securities commission or agency, the New York Stock Exchange and any
         credit rating agency, as may be required or as any such Authorized
         Officer may deem necessary, advisable or appropriate to effectuate and
         carry out the transactions contemplated by, and the purposes and intent
         of, the foregoing resolutions; all such actions to be performed in such
         manner and all such acknowledgments, agreements, certificates,
         contracts, indentures, instruments, notices, statements, powers of
         attorney and documents to be executed and delivered in such form as the
         officer performing or executing the same shall approve, such officer's
         performance or execution and delivery thereof to be conclusive evidence
         of such approval and the approval thereof by this Board of Directors;
         and

                  RESOLVED FURTHER, that the form of any additional resolutions
         required in connection with the borrowings of funds or the Stock
         Buy-Back Program described above be and hereby is approved and adopted,
         provided the Authorized Officers, on the advice of counsel, consider
         the adoption thereof necessary or advisable, in which case the
         Secretary of the Company is hereby directed to insert as an appendix
         hereto a copy of such resolutions, which shall thereupon be deemed to
         have been adopted by this Board of Directors with the same force and
         effect as if set out verbatim herein; and

                  RESOLVED FURTHER, that the Secretary and any Assistant
         Secretary of the Company be, and each of them hereby is, authorized and
         empowered, for and on behalf of the Company, to certify and attest any
         documents that such Secretary or any such Assistant Secretary may deem
         necessary, advisable or appropriate to consummate the transactions

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         contemplated by the documents heretofore authorized and approved,
         provided that such attestation shall not be required for the due
         authorization, execution and delivery or validity of the particular
         document; and

                  RESOLVED FURTHER, that the authority granted to the Authorized
         Officers of the Company under the foregoing resolutions shall be deemed
         to include, in the case of each such resolution the authority to
         perform such further acts and deeds for and on behalf of the Company as
         may be necessary, advisable or appropriate, in the judgment of any such
         officer, to carry out the transactions contemplated thereby, and all
         acts and deeds previously performed by any of the officers or counsel
         to the Company prior to the date hereof that are within the authority
         conferred by the foregoing resolutions be and each of them hereby is
         approved, ratified and confirmed in all respects as the authorized acts
         and deeds of the Company.