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                         Consent Decree

                        I.  Introduction

     This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
Waste Management Holdings, Inc. (``WMHI''). 

                         II.  Background

1.   WMHI is a wholly-owned subsidiary of Waste Management,  Inc. 
(``WMI''), a Houston-based company that provides waste management 
services throughout the United States.  WMI is one of the largest 
companies in the waste management industry.  It serves more  than 
25 million residential customers and over two million  commercial 
businesses.  In  addition,  it operates  approximately  300  land 
disposal sites, 16 waste-to-energy plants, 300 transfer stations, 
and over 1,400  collection operations.   It also  has engaged  in 
hazardous waste management services throughout North America,  as 
well as  low-level and  other  radioactive waste  services.    In 
connection with  its  waste  management activities,  WMI  is  the 
licensee of hundreds of land mobile authorizations. 

2.   The company  known  today  as  Waste  Management,  Inc.  was 
originally incorporated  in Oklahoma  under  the name  USA  Waste 
Services,   Inc.   (``USA   Waste'').    In   1995,   USA   Waste 
reincorporated in  Delaware. Then,  in 1998,  USA Waste  acquired 
WMHI, formerly known as Waste Management, Inc.  Effective at that 
same time, USA Waste changed  its name to Waste Management,  Inc. 
and changed the name of WMHI from Waste Management, Inc. to Waste 
Management Holdings, Inc.  

3.   In March 2000, WMHI voluntarily disclosed to the Enforcement 
Bureau that  the  1998 merger  had  resulted in  the  substantial 
transfer of control of a number of authorizations for which prior 
Commission consent was required pursuant to Section 310(d) of the 
Communications Act of 1934, as amended, 47 U.S.C.  310(d).  WMHI 
subsequently revealed a number of other unauthorized transactions 
that were  consummated  before and  after  the 1998  merger.   In 
total, WMHI voluntarily disclosed 35 transactions  which  resulted 
in the substantial unauthorized assignment or transfer of control 
of Commission authorizations, and  62 transactions  which  resulted 
in the pro forma unauthorized  assignment or transfer of  control 
of Commission authorizations.   Attached to  this Consent  Decree 
and incorporated by reference  herein are two charts  identifying 
the  transactions.   As  a   further  result   of  its   internal 
investigation, WMHI  also  revealed  that  its  subsidiaries  had 
engaged  in  the   operation  of  30   facilities  with   expired 
authorizations, contrary to Section 301 of the Communications Act 
of 1934, as amended, 47 U.S.C.  301.    

4.   WMHI has  filed  requests for  Special  Temporary  Authority 
(``STA'') and  appropriate applications  for full-term  authority 
for all  of  the  affected  licenses.   In  most  instances,  the 
applications for full-term authority have since been granted.  As 
to those licenses for which applications remain pending, WMHI has 
secured STAs.
      
                          III.  Definitions

5.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission"   means    the   Federal    Communications 
     Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

     (c)  "WMHI'' means Waste  Management Holdings, Inc.,  a 
          wholly-owned subsidiary of Waste Management, Inc. 

     (d)  "Order" means the order of the Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means  the Order that  is no  longer 
          subject    to    administrative    or     judicial 
          reconsideration, review, appeal, or stay.

     (f)  ``Act'' means the Communications  Act of 1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

6.   WMHI agrees  that  the  Bureau  has  jurisdiction  over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

7.   The Bureau and WMHI agree that this Consent Decree does  not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by WMHI.
      
8.   WMHI agrees that it shall  make a voluntary contribution  to 
the United States  Treasury in  the amount of  $75,000 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

9.   WMHI agrees to implement, within 10 calendar days after  the 
Bureau  releases  the  Order  adopting  this  Consent  Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to  ensure WMHI's  future compliance  with the  Act,  the 
Commission's rules, and the Commission's policies. 

10.  WMHI agrees to implement within  10 calendar days after  the 
Bureau releases the  Order adopting this  Consent Decree, to  the 
extent it  has  not  already done  so,  an  educational  outreach 
program, a summary of which is attached hereto, to educate  other 
entities engaged  in  the  waste  management  industry  of  their 
obligations as Commission licensees to  comply with the Act,  the 
Commission's rules, and the Commission's policies.

11.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 2 - 4, above. 

12.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or informal, of any kind  against WMHI or any of its  past 
or present affiliates for apparent violations of Sections 301  or 
310(d) of the  Act committed prior  to the date  of this  Consent 
Decree.

13.  In the event  that WMHI is  found by the  Commission or  its 
delegated authority to  have engaged in  a violation of  Sections 
301 or 310(d) of the Act  subsequent to the release of the  Order 
adopting this  Consent  Decree,  WMHI  agrees  that  the  conduct 
described in paragraphs 2  - 4, above, may  be considered by  the 
Commission  or  its   delegated  authority   in  determining   an 
appropriate sanction. 

14.  WMHI  waives  any  and  all  rights  it  may  have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order adopts  the  Consent Decree  without  change, 
addition, or modification.

15.  WMHI and the  Bureau agree  that the  effectiveness of  this 
Consent Decree is expressly contingent upon issuance of the Order 
adopting this Consent Decree.
      
16.  WMHI and the  Bureau agree  that in the  event this  Consent 
Decree  is   rendered  invalid   by   any  court   of   competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

17.  WMHI and the Bureau agree  that if WMHI, the Commission,  or 
the United States on behalf of the Commission, brings a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree,  neither  WMHI  nor  the  Commission  shall  contest  the 
validity of  the  Consent  Decree  or Order,  and  WMHI  and  the 
Commission shall waive  any statutory  right to a  trial de  novo 
with respect to  any matter upon  which the Order  is based,  and 
shall consent  to  a judgment  incorporating  the terms  of  this 
Consent Decree.

18.  WMHI agrees to waive any claims it may otherwise have  under 
the Equal Access to Justice Act, Title 5 U.S.C.  504 and 47 C.F. 
R.  1.1501 et seq.

19.  WMHI agrees that  any violation of  the Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
WMHI to appropriate administrative sanctions.

20.  WMHI and  the Bureau  agree to  be bound  by the  terms  and 
conditions stated herein.

21.  WMHI and the Bureau  agree that this  Consent Decree may  be 
signed in counterparts.



ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION


By: __________________________________            ___________  
     David H. Solomon                               Date
     Chief




WASTE MANAGEMENT HOLDINGS, INC. 


By: __________________________________            ____________ 
     Linda J. Smith                                  Date
     Vice President and Assistant Secretary

                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                 WASTE MANAGEMENT HOLDINGS, INC.


Centralized System of Administration

     Waste Management Holdings, Inc. has created and implemented 
a new centralized system of administration for all FCC licenses 
held by Waste Management Holdings, Inc., under the direct 
supervision of the Vice President, Fleet Services, Waste 
Management, Inc. or other appropriate senior company official.  
Waste Management, Inc.'s Vice President for Business Ethics and 
Compliance is committed to conducting a general review of the 
company's operations under its Radio Communications Compliance 
Plan.
 
License Database and Operating Procedures

     Waste Management Holdings, Inc. has created and implemented 
a database of information on licenses, and it is committed to 
developing new operating procedures needed to support a 
centralized system of administration for these licenses.

Review of Merger, Acquisition, Divestiture, and Restructuring 
Decisions

     All merger, acquisition, divestiture, and restructuring 
actions taken by Waste Management, Inc. will be coordinated with 
Fleet Services to assure compliance with all FCC approval 
requirements. 

Audits and Reviews 

     Audits will be conducted on a random and periodic basis to 
assess compliance with FCC regulatory requirements.  Waste 
Management Holdings, Inc., in implementing and reviewing this 
program, may, from time to time modify details of the program in 
order to increase its operational efficiency and effectiveness.
             SUMMARY OF EDUCATIONAL OUTREACH PROGRAM
                               OF
                 WASTE MANAGEMENT HOLDINGS, INC.



      Waste Management Holdings, Inc., anticipates submitting 
educational articles to industry trade publications concerning 
the obligations of FCC licensees to comply with the 
Communications Act of 1934, as amended, and the FCC's rules, 
regulations, and policies.  Waste Management Holdings, Inc. has 
identified the following trade publications to which it intends 
to submit an article for publication:
 
               1.  Waste Age (published monthly)

               2.  Environmental Industries Associations 
          Executive Brief  (published monthly)


     In addition,  Waste Management Holdings, Inc. anticipates 
making efforts to educate other entities in the waste industry 
concerning the obligations of FCC licensees to comply with the 
Communications Act of 1934, as amended, and the FCC's rules, 
regulations, and policies through speaking engagements. Waste 
Management Holdings, Inc. has identified the following events 
scheduled in 2001 in which it is committed to engaging in 
educational outreach efforts:

               1.  WasteExpo (held April 2001)

               2.  Solid Waste Association of North America 
               (SWANA) Conference (scheduled for Fall 2001)