CERTIFICATE OF AMENDMENT
                  TO THE RESTATED CERTIFICATE OF INCORPORATION,
                              OF SAFETY-KLEEN CORP.

     Safety-Kleen  Corp.  (the  "Corporation"),   a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware  (the  "DGCL"),   does  hereby  amend  the  Restated   Certificate   of
Incorporation of the Corporation.

     The  undersigned  hereby  certifies  that this  amendment  to the  Restated
Certificate  of  Incorporation  of the  Corporation  has been  duly  adopted  in
accordance with Section 242 of the DGCL.

     FIRST:  That the Restated  Certificate of Incorporation of said corporation
be amended as follows:

     FOURTH:  The  total  number of shares  of stock  which the  Corporation  is
authorized  to issue is two  hundred  fifty-one  million  (251,000,000)  shares,
divided into two classes.  The  designation of each class,  and the par value of
the shares of each class are as follows:

  CLASS                  NO. OF SHARES              PER SHARE PAR VALUE
Common                     250,000,000                $1.00 per share
Preferred                  1,000,000                  $1.00 per share

     All  preferred  stock  authorized  for issuance by the  Corporation  may be
issued in  series or  without  series  from time to time with the  designations,
preferences,  and relative,  participating,  optional or other special rights of
the class or series of the class fixed by resolution or resolutions of the Board
of Directors.  Such resolutions may also provide for the  convertibility  of the
preferred  stock or any series  thereof  into any other  classes of stock of the
Corporation, including the common stock, upon such terms and rations as shall be
determined by the Board of Directors.

     Article  EIGHTH  of  the  Restated  Certificate  of  Incorporation  of  the
Corporation  is hereby  amended to  include  the  following  text after the last
paragraph thereof:

               5.  Reverse  Split.  Effective  as of the close of
          business  on the date of filing this  Amendment  to the
          Restated  Certificate of Incorporation  (the "Effective
          Time"),  the filing of this  Amendment  shall  effect a
          Reverse Split (the "Reverse  Split")  pursuant to which
          each  four  shares of  common  stock,  par value $1 per
          share, of the Corporation issued and outstanding, shall
          be  combined  into one validly  issued,  fully paid and
          nonassessable  share of common stock,  par value $1 per
          share,  of the  Corporation.  The number of  authorized
          shares, the number of shares of treasury stock  and the

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          par value of the common  stock shall not be affected by
          the Reverse Split. Each stock certificate that prior to
          the Effective Time  represented  shares of common stock
          shall,  following  the  Effective  Time,  represent the
          number of shares into which the shares of common  stock
          represented by such certificate shall be combined.  The
          Corporation  shall not issue fractional shares or scrip
          as a result of the Reverse Split, but shall arrange for
          the  disposition  of shares  on behalf of those  record
          holders of common stock at the Effective Time who would
          otherwise be entitled to fractional  shares as a result
          of the Reverse Split.

     SECOND: That such amendments have been duly adopted by the affirmative vote
of the holders of a majority of the stock  entitled to vote in  accordance  with
the  provisions  of Section 242 of the General  Corporation  Law of the State of
Delaware.

     THIRD:  That the  effective  time of this  Certificate  of Amendment to the
Restated  Certificate of Incorporation  shall be at the close of business on the
date filed with the Secretary of State of the State of Delaware.

     THE  UNDERSIGNED,  being the President and Chief  Executive  Officer of the
Corporation,   for  the  purpose  of  amending  the  Restated   Certificate   of
Incorporation of the Corporation  pursuant to the DGCL, does make this amendment
to  the  Restated  Certificate  of  Incorporation  of  the  Corporation,  hereby
declaring  and  certifying  that  this is my act and deed and the  facts  herein
stated are true, and accordingly I have hereunto set my hand as of this 30th day
of November, 1998.

                                      SAFETY-KLEEN CORP.

                                      By: /s/ Kenneth W. Winger
                                          -----------------------
                                          Kenneth W. Winger
                                          President and Chief Executive Officer

ATTEST:

/s/ Henry H. Taylor
-------------------
Henry H. Taylor
Secretary

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