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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 A Exchangeable Redeemable
Preferred Stock (the "Series A Designation"), filed on November 6, 1997, as
amended on December 12, 1997 and June 15, 1998 (and as so amended, the "Series A
Certificate"), is hereby further amended as follows:

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

                  2. Cumulative Dividends; Priority.

                     (a) The holders of record of shares of Series A 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, except for any redemption provided in
                  that certain Sharing Agreement dated March 31, 2000 by and
                  among the Company, Wasteco Ventures Limited and Robert J.
                  Longo, as amended (the "Sharing Agreement"), upon any exchange
                  or redemption of the Series A 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 A 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
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                  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" as defined in
                  Section 5(a) for the ten (10) consecutive trading days
                  preceding the dividend payment date. Dividends on shares of
                  the Series A Preferred Stock will be cumulative on a daily
                  basis from the date of initial issuance of such shares of
                  Series A 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 A
                  Preferred Stock, like dividends for all dividend payment
                  periods of the Series A 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 A 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 A 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 A
                  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 the Sharing Agreement, 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 A Preferred
                  Stock as to dividends."

               B. Paragraph 9 of the Series A Designation is hereby amended to
         read in full as follows:

                  9. Series A Special Redemption.

                     (a) Subject to subsection (e) hereof; each holder of Series
                  A Preferred Stock shall have the right to require the
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                  redemption of a portion or all of its Series A Preferred Stock
                  upon a Series A Redemption Event (as hereinafter defined) and
                  in the Series A Redemption Amount (hereinafter defined) at a
                  price equal to $100 per share plus a sum equal to all cash
                  dividends accrued and unpaid to the Redemption Date and any
                  stock dividends accrued and unpaid to such date.

                     (b) Within 30 days of a Series A Redemption Event the
                  Company shall mail a notice (the "Series A Redemption Notice")
                  to each holder of record of the Series A Preferred Stock
                  stating:

                  A: The Series A Redemption Amount; and

                  B:     (i) that a Series A Redemption Event has occurred, that
                     the Series A Redemption Event Offer limited to the Series A
                     Redemption Amount is being made pursuant to the terms of
                     the Series A Preferred Stock and that all shares of Series
                     A Preferred Stock validly tendered and not in excess of the
                     Series A Redemption Amount will be accepted for redemption.
                     If more than one registered owner of Series A Preferred
                     Stock at the time of any Series A Redemption Event Offer
                     tenders stock for redemption, Series A Preferred Stock
                     shall be accepted for redemption only in the same
                     proportions in which those submitting Series A Preferred
                     Stock share ownership of it;

                         (ii) the redemption price and the date of redemption
                     (which shall be a business day no earlier than 30 days not
                     later than 60 days from the date such notice is mailed)
                     (the "Series A Redemption Date");

                         (iii) that any shares of Series A Preferred Stock not
                     tendered will continue to accumulate dividends;

                         (iv) that, unless the Company defaults in the payment
                     of the Series A Preferred Stock redemption price, any
                     shares of Series A Preferred Stock accepted for redemption
                     pursuant to the Series A Redemption Event Offer shall cease
                     to accumulate dividends after the Series A Redemption Date;

                         (v) that holders whose shares of Series A Preferred
                     Stock are being redeemed only in part will be issued new
                     certificates representing shares of Series A Preferred
                     Stock equal in number to the unredeemed portion of the
                     shares of Series A Preferred Stock surrendered; provided
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                     that each certificate representing shares of Series A
                     Preferred Stock redeemed and each new certificate
                     representing shares of Series A Preferred Stock issued
                     shall be in whole shares.

                     (c) On or about the Series A Redemption Date:

                         (i) the transfer agent for the Series A Preferred Stock
                     shall deliver to the Company a certificate specifying the
                     aggregate number of shares of Series A Preferred Stock
                     delivered for purchase by the holders of Series A Preferred
                     Stock prior to the Series A Redemption Date pursuant to the
                     Series A Redemption Offer;

                         (ii) The Company shall accept for redemption shares of
                     Series A Preferred Stock or portions thereof so accepted;
                     and

                         (iii) The Company shall deposit with the transfer agent
                     for the Series A Preferred Stock money sufficient to pay
                     the redemption price of all shares of Series A Preferred
                     Stock or portions thereof accepted for payment by the
                     Company.

                          (iv) The Company shall deliver, or cause to be
                     delivered, to the transfer agent for the Series A Preferred
                     Stock an officers' certificate specifying the shares of
                     Series A Preferred Stock or portions thereof accepted for
                     payment by the Company.

                     (d) The Series A Preferred Stock transfer agent shall
                  promptly mail to the holders of Series A Preferred Stock so
                  accepted payment in an amount equal to the Series A Preferred
                  Stock redemption price, and the transfer agent for the Series
                  A Preferred Stock shall promptly authenticate and mail to such
                  holders of Series A Preferred Stock a new certificate
                  representing shares of Series A Preferred Stock equal in
                  number to any unredeemed shares of Series A Preferred Stock
                  surrendered; provided that each share of Series A Preferred
                  Stock redeemed and each new certificate representing shares of
                  Series A Preferred Stock issued shall be in whole shares. The
                  Company will notify the holders of Series A Preferred Stock of
                  the results of the Series A Redemption Event Offer on or as
                  soon as practicable after the Series A Redemption Date.

                     (e) Series A Redemption Event shall mean each instance in
                  which the Series A Security Account exceeds the Series A
                  Redemption Amount, provided however, that such Series A
                  Redemption Event shall cease whenever the Company shall mail a
                  Series A Redemption Notice to each holder of record of the
                  Series A Preferred Stock as hereinabove provided.
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                     (f) Series A Redemption Amount shall mean the amount, not
                  less than $1,000,000 except as specified hereinafter upon
                  termination of the Series A Security Account, and not
                  exceeding $3,000,000 in the aggregate, of cash and cash
                  equivalent property held by or for the credit of the Series A
                  Security Account in excess of any reasonable reserve for the
                  payment of fees and expenses of such Security Account. The
                  Company maintains the Series A Security Account to secure and
                  as a method of funding the Series A Redemptions upon Series A
                  Redemption Events. Such Account is maintained pursuant to a
                  security agreement (the "Security Agreement") as required by
                  the Sharing Agreement. Upon termination of the Series A
                  Security Account in accordance with the terms of the Security
                  Agreement, any amount remaining in such Series A Security
                  Account immediately prior to such termination shall be deemed
                  a Series A Redemption Amount and accordingly shall be applied
                  to fund Series A Redemptions.

               C. A new paragraph 11 is added to the Series A Designation, to
          read in full as follows:

                  11. Notwithstanding anything to the contrary contained in this
               certificate, no redemption of Series A Preferred Stock shall be
               permissible except in compliance with N.J. Business Corporation
               Act, Sec. 14-7-14.1. Any proposed redemption of the Series A
               Preferred Stock authorized herein shall be reduced in an amount
               to effect compliance with such statute, or if such reduction is
               not feasible, deferred until such time as a Series A Redemption
               Event Offer may be made in compliance with such statute.

         The Series A Certificate is hereby further amended as follows:

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

               "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 A Exchangeable
               Redeemable Preferred Stock filed on November 6, 1997, as amended
               on December 12, 1997 and June 15, 1998."

               B. A new paragraph 9 is added to the Series A Certificate
          immediately following paragraph 8 and preceding the resolution, as
          follows:
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               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 A 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 A 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 A Preferred Stock and is set forth
below:

               RESOLVED, that the Certificate of Amendment and the Certificate
          of Designations of Rights and Preferences of Series A Exchangeable
          Redeemable Preferred Stock filed on November 6, 1997, as amended
          December 12, 1997 and June 15, 1998, is confirmed in all respects and
          is incorporated herein by reference;
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          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