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                 FEDERAL EMPLOYER IDENTIFICATION NO. 22-2603175
                         CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                      COMPOST AMERICA HOLDING COMPANY, INC.


                  Pursuant to the provision of Section 14A:7-2, of the New
Jersey Business Corporation Act, the undersigned corporation executes the
following Certificate of Amendment to Certificate of Incorporation:

                           1.       The name of the corporation is:

                                    Compost America Holding Company, Inc.

                           2.       The following amendment to the Certificate
                                    of Incorporation was approved by the
                                    directors of the corporation on the 23rd
                                    day of March, 2000:

                  The Certificate of Amendment to the Certificate of
Incorporation of Compost America Holding Company, Inc. relating to the
Certificate of Designations of Rights and Preferences of Series D Exchangeable
Redeemable Preferred Stock (the "Series D Designation"), filed on April 27,
1998, as amended on June 15, 1998 (and as so amended, the "Series D
Certificate"), is hereby further amended as follows:

                           A.       Paragraph 2 of the Series D Designation,
                  attached as Exhibit "A" to the Series D Certificate, is hereby
                  amended to read in full as follows:

                                    "2.     Cumulative Dividends; Priority.
                                            ------------------------------

                                            (a) The holders of record of shares
                           of Series D Preferred Stock are entitled to a
                           cumulative noncompounded dividend equal to 8% per
                           annum, payable when declared by the Company's Board
                           of Directors, and upon any exchange or redemption of
                           the Series D Preferred Stock. Dividends shall be
                           payable semi-annually by the Company on June 30th and
                           December 31st of each year. Through November 3, 2004,
                           dividends on the Series D Preferred Stock may be paid
                           either in cash or, at the election of the Company, by
                           delivery of additional shares of Common Stock having
                           an aggregate "Market Value" (as hereinafter defined)
                           equal to the amount of such dividend, or in any
                           combination of cash and shares of Common Stock. For
                           purposes of dividend payments, each share of Common
                           Stock will be deemed to have a "Market Value" equal
                           to ninety percent (90%) of the "Average Share Price"

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                           as defined in Section 5(a) for the ten (10)
                           consecutive trading days preceding the dividend
                           payment date. Dividends on shares of the Series D
                           Preferred Stock will be cumulative on a daily basis
                           from the date of initial issuance of such shares of
                           Series D Preferred Stock. Dividends will be payable,
                           in arrears, to holders of record as they appear on
                           the stock books of the Company on such record dates,
                           not more than 60 days nor less than 10 days preceding
                           the payment dates thereof, as shall be fixed by the
                           Board of Directors. The amount of dividends payable
                           for each full dividend period shall be computed by
                           dividing the annual dividend payment by two. The
                           amount of dividends payable for the initial dividend
                           period or any period shorter or longer than a full
                           dividend period shall be calculated on the basis of a
                           360-day year of twelve 30-day months. No dividends
                           may be declared or paid or set apart for payment on
                           any parity stock with regard to the payment of
                           dividends unless there shall also be or have been
                           declared and paid or set apart for payment on the
                           Series D Preferred Stock, like dividends for all
                           dividend payment periods of the Series D Preferred
                           Stock ending on or before the dividend payment date
                           of such parity stock, ratably in proportion to the
                           respective amounts of dividends (x) accumulated and
                           unpaid or payable on such parity stock, on the one
                           hand, and (y) accumulated and unpaid through the
                           dividend payment period or periods of Series D
                           Preferred Stock next preceding such dividend payment
                           date, on the other hand.

                                    Except as set forth in the preceding
                           sentence, unless full cumulative dividends on the
                           Series D Preferred Stock have been paid, no dividends
                           (other than in Common Stock of the Company) may be
                           paid or declared or set aside for payment or other
                           distribution made upon the Common Stock or any other
                           Junior Stock of the Company or on a parity with the
                           Series D Preferred Stock as to dividends, nor may any
                           Common Stock or any other Junior Stock or parity
                           stock of the Company, except as provided in that
                           certain Sharing Agreement dated March 31, 2000
                           between the Company, Wasteco Ventures Limited and
                           Robert J. Longo, as amended, be redeemed, purchased
                           or otherwise acquired for any consideration (or any
                           payment be made to or available for a sinking fund
                           for the redemption of any shares of such stock);
                           provided, that any such Junior Stock or parity stock
                           may be converted into or exchanged for stock of the
                           Company ranking junior to the Series D Preferred
                           Stock as to dividends."

                                    B.      Paragraph 9 of the Series D
                           Designation is hereby deleted in its entirety.

         The Series D Certificate is hereby further amended as follows:

                           A.       A new paragraph 8 is added to the Series D
                  Certificate as follows:



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                           "Pursuant to the provisions of Section 14A:7-2(2) of
                           the New Jersey Business Corporation Act, the
                           undersigned corporation executes the following
                           Certificate of Amendment to the Certificate of
                           Incorporation relating to a Certificate of
                           Designations of Rights and Preferences of Series D
                           Exchangeable Redeemable Preferred Stock filed on
                           April 27, 1998, as amended on June 15, 1998."

                           B.       A new paragraph 9 is added to the Series D
                  Certificate immediately following paragraph 8 and preceding
                  the resolution, as follows:

                                    The Certificate of Incorporation is further
                                    amended so that the relative rights,
                                    preferences and limitations of each class
                                    and series acted upon in the resolution are
                                    as stated in the resolution.

                           C.       A new paragraph 10 is added to the Series D
                  Certificate immediately after new paragraph 9 and preceding
                  the resolution as follows:

                                    The resolution referred to in paragraph 9 is
                                    the resolution of the Board dated March 23,
                                    2000 setting forth its actions and stating
                                    the relative rights, preferences and
                                    limitations of the shares of Series D
                                    Exchangeable Redeemable Preferred Stock
                                    thereby created and is set forth below.

                  This Certificate of Incorporation is amended so that the
         relative rights, preferences and limitations of each class and series
         acted upon in the resolution, are as stated in the resolution.

                  The resolution referred to in the immediately preceding
paragraph was adopted by the Board of Directors on March 23, 2000, and is the
resolution of the Board setting forth the actions and stating the relative
rights, preferences and limitations of the shares of Series D Preferred Stock
and is set forth below:

                           RESOLVED, that the Certificate of Amendment and the
                  Certificate of Designations of Rights and Preferences of
                  Series D Exchangeable Redeemable Preferred Stock filed on
                  April 27, 1998, as amended June 15, 1998, is confirmed


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                  in all respects and is incorporated herein by reference;
                  subject, however, to the further amendments set forth in the
                  Certificate of Amendment dated June 14, 2000 and the Board
                  authorizes the filing with the Secretary of State of the State
                  of New Jersey of such Certificate of Amendment.



Dated this 14th day of June, 2000.



                                COMPOST AMERICA HOLDING COMPANY, INC.


                                BY: ____________________________________________
                                                Marvin Roseman
                                                Office of the President



                                BY: ____________________________________________
                                                Chris Daggett
                                                Office of the President

                                BY: ____________________________________________
                                                Richard Franks
                                                Assistant Secretary