CERTIFICATE OF AMENDMENT

                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF
                              THERMO TERRATECH INC.



             Thermo TerraTech  Inc.  (the "Corporation"),  a  corporation
        organized and existing under the  laws of the State of  Delaware,
        hereby certifies  as  follows, pursuant  to  Section 242  of  the
        General Corporation Law of the State of Delaware:

             1.   That Article  FOURTH  of the  Restated  Certificate  of
        Incorporation of the  Corporation, as restated  on July 24,  1986
        and amended on September 29, 1988, October 19, 1989 and  December
        14, 1995, is  hereby further  amended to increase  the number  of
        authorized shares  of the  Corporation's Common  Stock, $.10  par
        value per share, from 30 million shares to 75 million shares  and
        that such amendment is hereby  effected by deleting said  Article
        in its  entirety  and  inserting the  following  in  substitution
        therefor:

             "FOURTH:  The total number of shares of capital stock  which
                       the Corporation shall have authority to issue is:

                       Seventy-Five Million (75,000,000) shares, and  the
                       par value of each such share is Ten Cents ($.10)."

             2.   That the  Board  of  Directors of  the  Corporation  by
        unanimous written consent as of  July 22, 1996, duly adopted  the
        following resolutions:

        RESOLVED,      that  it  is   in  the  best   interests  of   the
                       Corporation that  the authorized  common stock  of
                       the Corporation, $.10 par  value, be increased  to
                       75 million shares, and that, upon the approval  of
                       such increase by  the Corporation's  Stockholders,
                       the proper  officers of  the Corporation  be,  and
                       each of them hereby are, authorized, empowered and
                       directed to execute on behalf of the Corporation a
                       Certificate  of  Amendment  to  the  Corporation's
                       Restated Certificate of  Incorporation to  reflect
                       such increase, and to file, or cause to be  filed,
                       such Certificate of  Amendment with the  Secretary
                       of State of the State of Delaware.

        RESOLVED,      that the  Board  of  Directors  recommend  to  the
                       Stockholders for  approval at  the Annual  Meeting
                       the  increase   in   authorized  shares   of   the
                       Corporation's common stock to 75 million shares as
                       previously approved by the Directors.
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             3.   That on September 25, 1996, at the Corporation's Annual
        Meeting of  Stockholders,  the  Amendment  to  the  Corporation's
        Restated Certificate  of Incorporation  was duly  adopted by  the
        affirmative vote  of Stockholders  of the  Corporation holding  a
        majority of the shares of Common Stock, $.10 par value per share,
        of the Corporation in accordance  with the provisions of  Section
        242 of the General Corporation Law of the State of Delaware.

             IN WITNESS WHEREOF, this  Certificate of Amendment has  been
        executed on behalf  of the  undersigned corporation  by its  duly
        authorized  officer  and  attested  to  by  its  duly  authorized
        Secretary this 31st day of October, 1996.


                                           THERMO TERRATECH INC.


                                      By:_______________________________
                                                John P. Appleton
                                                Chief Executive Officer


        ATTEST:

        By:__________________________
             Sandra L. Lambert
             Secretary