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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 C Redeemable
Convertible Preferred Stock (the "Series C Designation"), filed on November 6,
1997 and amended on December 12, 1997 (and as so amended, the "Series C
Certificate"), is hereby further amended as follows:

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

                                    (a) Payment of Dividends. The holders of
                           record of shares of Series C Preferred Stock are
                           entitled to a non-cumulative noncompounded dividend
                           as set forth below, 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
                           redemption of the Series C Preferred Stock.

                                    (b) Special Dividends. Dividends on the
                           Series C Preferred Stock shall be at the rate of the
                           20% per annum through May 3, 1999 (the "Early
                           Redemption Period"), payable on the earlier of (i)
                           the last day of the Early Redemption Period and (ii)
                           the redemption of the shares of Series C Preferred
                           Stock. The dividend paid during the Early Redemption
                           Period is hereinafter referred to as the "Special
                           Dividend." In the event of a redemption during the
                           Early Redemption Period, the Special Dividend shall
                           nevertheless be paid for a period of not less than
                           six (6) months notwithstanding that the redemption
                           occurs after less than six (6) months from the date
                           of initial issuance. The Special Dividend may be paid
                           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. For purposes of
                           payment of the Special Dividend, 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(c) for the ten (10)
                           consecutive trading days preceding the dividend
                           payment date.



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                                    (c) After the Early Redemption Period,
                           dividends on the Series C Preferred Stock shall be at
                           the rate of 8% per annum, payable (when and if
                           declared by the Company's Board of Directors),
                           semi-annually by the Company, on June 30th and
                           December 31st of each year. All dividends paid after
                           the Early Redemption Period may be paid in cash or,
                           at the election of the Company, by delivery of
                           additional shares of Common Stock having an aggregate
                           "Market Value" (as defined in subparpagraph (b)
                           above) equal to the amount of such dividend.

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

                           "9.      Series C Special Redemption.

                           (a)      Subject to subsection (e) hereof; each
                                    holder of Series C Preferred Stock shall
                                    have the right to require the redemption of
                                    a portion or all of its Series C Preferred
                                    Stock upon a Series C Redemption Event (as
                                    hereinafter defined) and in the Series C
                                    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 C Redemption
                                    Event the Company shall mail a notice (the
                                    "Series C Redemption Notice") to each holder
                                    of record of the Series C Preferred Stock
                                    stating:

                           A:       The Series C Redemption Amount; and

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


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                           (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 C Redemption
         Date");

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

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

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

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

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

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

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

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


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                           (e)      Series C Redemption Event shall mean each
                                    instance in which the Series C Security
                                    Account exceeds the Series C Redemption
                                    Amount, provided however, that such Series C
                                    Redemption Event shall cease whenever the
                                    Company shall mail a Series C Redemption
                                    Notice to each holder of record of the
                                    Series C Preferred Stock as hereinabove
                                    provided.

                           (f)      Series C Redemption Amount shall mean the
                                    amount, not less than $1,000,000 except as
                                    specified hereinafter upon termination of
                                    the Series C Security Account, and not
                                    exceeding $6,200,000 in the aggregate, of
                                    cash and cash equivalent property held by or
                                    for the credit of the Series C Security
                                    Account in excess of any reasonable reserve
                                    for the payment of fees and expenses of such
                                    Security Account. The Company maintains the
                                    Series C Security Account to secure and as a
                                    method of funding the Series C Redemptions
                                    upon Series C 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 C Security Account
                                    in accordance with the terms of the Security
                                    Agreement, any amounts remaining in such
                                    Series C Security Account shall be deemed a
                                    Series C Redemption Amount and accordingly
                                    shall be applied to fund Series C
                                    Redemptions.

                  C.       A new paragraph 12 is added to the Series C
         Designation, to read in full as follows:

                                    12. Notwithstanding anything to the contrary
                           contained in this certificate, no redemption of
                           Series C Preferred Stock shall be permitted except in
                           compliance with N.J. Business Corporation Act, Sec.
                           14-7-14.1. Any proposed redemption of the Series C
                           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 the redemption may be made in compliance
                           with such statute.

         The Series C Certificate is hereby further amended as follows:

                           A.       A new paragraph 5 is added to the Series C
         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
                           Corporation relating to a Certificate of Designations
                           of Rights and Preferences of Series C Exchangeable
                           Redeemable Preferred Stock filed on November 6, 1997,
                           as amended on December 12, 1997."

                           B.       A new paragraph 6 is added to the Series C
                  Certificate immediately following paragraph 5 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 7 is added to the Series C
                  Certificate immediately after new paragraph 6 and preceding
                  the resolution as follows:

                                    The resolution referred to in Paragraph 6 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 C
                                    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.



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                           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 C Preferred
Stock and is set forth below:

                           RESOLVED, that the Certificate of Amendment and the
                  Certificate of Designations of Rights and Preferences of
                  Series C Exchangeable Redeemable Preferred Stock filed on
                  November 6, 1997, as amended December 12, 1997, is confirmed
                  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