
                                   EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 ALLWASTE, INC.

         Allwaste, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
         
         1. That subparagraph (A) in Article SIXTH of the Amended and Restarted
Certificate of Incorporation of this corporation is amended in its entirety to
read as follows:

         A. NUMBER, ELECTION AND TERMS. The number of members of the Board of
         Directors will be fixed form time to time by the Board of Directors,
         but in no event may there be less than nine (9) nor greater than (15)
         directors. The directors shall be divided into three classes, each
         consisting as nearly as may be, of one-third of the whole number of the
         Board. At each Annual Meeting of Stockholders, directors elected to
         succeed those directors whose term expires shall be elected for a term
         of office expiring at the third Annual Meeting of Stockholders after
         their election.

         2. That said amendment has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law and the terms
and conditions of Article SIXTH of the Amended and Restated Certificate of
Incorporation, by approval of the Board of Directors of the corporation and by
the affirmative vote of the holders of at least 66-2/3% of the outstanding
capital stock entitled to vote.
        
         IN WITNESS WHEREOF, Allwaste, Inc. has caused this Certificate of
Amendment to be signed by the undersigned officer and attested by its Secretary
this 20th day of January, 1995.

ALLWASTE, INC.

By: /S/ ROBERT M.CHISTE
        Robert M. Chiste
        President and Chief Executive Officer

ATTEST:

By: /S/ WILLIAM L. FIEDLER
        William L. Fiedler
        Secretary

