EXHIBIT 3(a)

AMENDED AND CORRECTED CERTIFICATES OF INCORPORATION



CERTIFICATE OF AMENDMENT DATED 5/13/97

                            CERTIFICATE OF AMENDMENT

                                       OF

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                      ROLLINS ENVIRONMENTAL SERVICES, INC.

                   Adopted in accordance with the provisions
                 of Section 242 of the General Corporation Law
                            of the State of Delaware

         I, JOHN W. ROLLINS, JR., Senior Vice Chairman of the Board of Rollins
Environmental Services, Inc., a corporation existing under the laws of the
State of Delaware, do hereby certify as follows:

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

               "FIRST: The name of the Corporation is

                          Laidlaw Environmental Services, Inc.

         SECOND:  That such  amendment has 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


<PAGE>


242 of the General Corporation Law of the State of Delaware.

         THIRD:  That the  effective  time of this  Certificate  of Amendment of
Restated Certificate of Incorporation shall be upon filing with the Secretary of
State of the State of Delaware.

         IN WITNESS  WHEREOF,  I have signed this  Certificate  this 13th day of
May, 1997.

                                              /s/ John W. Rollins, Jr.
                                              ---------------------------------
                                              Senior Vice Chairman of the Board

ATTEST:



/s/  Klaus M. Belehoubek
- ------------------------
Klaus M. Belehoubek
Assistant Secretary


<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      ROLLINS ENVIRONMENTAL SERVICES, INC.


      It is hereby certified that:

         1. (a) The  present  name of the  corporation  (hereinafter  called the
"Corporation") is Rollins Environmental Services, Inc.

            (b) The name under which the Corporation was originally incorporated
is Rollins  Environmental  Services,  Inc.,  and the date of filing the original
Certificate of  Incorporation of the Corporation with the Secretary of the State
of Delaware is September 29, 1978.

         2. The Restated  Certificate  of  Incorporation  of the  Corporation is
hereby  amended by  striking  out  Article  FOURTH and  SEVENTH  thereof  and by
substituting  in lieu thereof new  Articles  which are set forth in the Restated
Certificate of Incorporation hereinafter provided for.

         3. The provisions of the Restated  Certificate of  Incorporation of the
Corporation as heretofore  amended and/or  supplemented,  and as herein amended,
are  hereby  restated  and  integrated  into  the  single  instrument  which  is
hereinafter  set  forth,   and  which  is  entitled   Restated   Certificate  of
Incorporation  of Rollins  Environmental  Services,  Inc.  without  any  further
amendments  other than amendments  herein  certified and without any discrepancy
between  the  provisions  of  the  Restated   Certificate  of  Incorporation  as
heretofore  amended  and  supplemented  and the  provisions  of the said  single
instrument hereinafter set forth.

         4. The  amendments and the  restatement of the Restated  Certificate of
Incorporation herein certified have been authorized by the Board of Directors of
the  Corporation  and duly adopted by the  stockholders  in accordance  with the
provisions of Section 242 and Section 245

                                       1
<PAGE>

of the General Corporation Law of the State of Delaware.

         5. The effective time of the Restated  Certificate of Incorporation and
of the amendments  herein  certified  shall be upon filing with the Secretary of
State of the State of Delaware.

         6. The Restated  Certificate of Incorporation  of the  Corporation,  as
amended  and  restated  herein,  shall at the  effective  time of this  Restated
Certificate of Incorporation, read as follows:


                     "RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      ROLLINS ENVIRONMENTAL SERVICES, INC.

         FIRST: The name of the Corporation is ROLLINS  ENVIRONMENTAL  SERVICES,
INC.

         SECOND:  The registered  office of the  Corporation is to be located at
One Rollins Plaza,  2200 Concord Pike, New Castle County,  Wilmington,  Delaware
19803. The name of its registered agent at that address is Rollins Environmental
Services, Inc.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a Corporation may be organized under the General  Corporation
Law of Delaware.

         FOURTH:  The total number of shares of stock which the  Corporation  is
authorized to issue is three hundred  fifty-one  million  (351,000,000)  shares,
divided into two classes.  The  designation of each class,  and the par value of
the shares of each class are as follows:

<TABLE>
<CAPTION>
                  CLASS             NO. OF SHARES    PER SHARE PAR VALUE
                  -----             -------------    -------------------
                  <S>               <C>              <C>
                  Common            350,000,000      $1.00 per share
                  Preferred         1,000,000        $1.00 per share
</TABLE>
                                       2
<PAGE>

                  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  company,
                  including  the common  stock,  upon such terms and  rations as
                  shall be determined by the Board of Directors.

         FIFTH:  Special  meetings of the stockholders may be called at any time
by the Chairman of the Board of Directors,  the President or the Chairman of the
Executive  Committee of the Board of Directors and not by any other  person.  No
action shall be taken by the stockholders except at an annual or special meeting
of stockholders and stockholders may not act by written consent.

         SIXTH: The following  provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation,  and for further
definition,  limitation and regulation of the powers of the  Corporation  and of
its directors and stockholders:

               (1)  Election  of  directors  need not be by  ballot  unless  the
by-laws so provide.

               (2) The Board of Directors shall have power without the assent or
vote of the stockholders to make,  alter,  amend,  change,  add to or repeal the
by-laws of the

                                       3
<PAGE>

Corporation;  to fix and vary the amount to be reserved for any proper  purpose;
to authorize  and cause to be executed  mortgages and liens upon all or any part
of the property of the Corporation;  to determine the use and disposition of any
surplus or net profits;  and to fix the times for the declaration and payment of
dividends.  The stockholders may make, alter or repeal any by-law whether or not
adopted by them, provided however, that any such additional by-laws, alterations
or repeal may be adopted only by the  affirmative  note of the holders of 75% or
more of the outstanding  shares of capital stock of the Corporation  entitled to
vote generally in the election of directors  (considered for this purpose as one
class),  unless such additional  by-laws,  alterations or repeal shall have been
recommended  to the  stockholders  for  adoption  by a majority  of the Board of
Directors, in which event such additional by-laws,  alterations or repeal may be
adopted by the affirmative  vote of the holders of a majority of the outstanding
shares of capital  stock of the  Corporation  entitled to vote  generally in the
election of directors (considered for this purpose as one class).

               (3) The directors in their  discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the  stockholders  called for the purpose of considering any such
act or  contract,  and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the  Corporation  which
is  represented  in  person or by proxy at such  meeting  and  entitled  to vote
thereat  (provided that a lawful quorum of stockholders be there  represented in
person or be proxy)  shall be as valid and as binding upon the  Corporation  and
upon all the  stockholders  as though it had been  approved or ratified by every
stockholder  of the  Corporation,  whether  or not  the  contract  or act  would
otherwise be open to legal attack  because of  directors'  interest,  or for any
other reason.

               (4) In addition to the powers and authorities  hereinbefore or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise all such powers and do all such acts and things as may be exercised, or
done  by  the  Corporation;  subject,  nevertheless,  to the  provisions  of the
statutes of Delaware, of this Certificate,  and to any by-laws from time to time
made by the  stockholders;  provided,  however,  that no  by-laws  so made shall
invalidate  any prior act of the  directors  which would have been valid if such
by-laws had not been made.

         SEVENTH: The property and business of this corporation shall be managed
by a Board of up to ten (10)  directors.  The  directors  shall be divided  into
three classes. The first class (Class I) shall consist of four (4) directors and
the  term of  office  of such  class  shall  expire  at the  Annual  Meeting  of
Stockholders  in 1998.  The second class  (Class II) shall  consist of three (3)
directors  and the term of  office of such  class  shall  expire  at the  Annual
Meeting of  Stockholders  in 1999.  The third class (Class III) shall consist of
three (3)  directors  and the term of office of such class  shall  expire at the
Annual Meeting of Stockholders in 2000. At each annual  election,  commencing at
the next Annual Meeting of  Stockholders

                                       4
<PAGE>

in 1998,  the  successors  of the class of directors  whose term expires at that
time  shall be elected  to hold  office  for the term of three  years to succeed
those whose term  expires,  so that the term of office of one class of directors
shall expire in each year.  Each  director  shall be elected and  qualified,  or
until his death or until he shall resign. Directors need not be stockholders nor
residents of the State of Delaware.

               Notwithstanding  any of the  provisions  of this  Certificate  of
Incorporation  or the by-laws of the Corporation (and  notwithstanding  the fact
that some  lesser  percentage  may be  specified  by law,  this  Certificate  of
Incorporation  or the by-laws of the  Corporation),  any  director or the entire
Board of Directors of the  Corporation  may be removed at any time, but only for
cause, and only at a meeting of the stockholders  called for that purpose by the
affirmative  vote of the holders of 75% or more of the shares of the Corporation
entitled to vote at an election of directors.

               Nominations  for the  election  of  directors  may be made by the
Board of  Directors or by any  stockholder  entitled to vote for the election of
directors.  Such  nominations  shall be made by notice in writing,  delivered or
mailed by first class United States mail,  postage prepaid,  to the secretary of
the Corporation not less than 14 days nor more than 50 days prior to any meeting
of the  stockholders  called for the election of directors;  provided,  however,
that if less than 21 days' notice of the meeting is given to stockholders,  such
written notice shall be delivered or mailed, as prescribed,  to the Secretary of
the  Corporation  not  later  than the  close of  business  on the  seventh  day
following  the day on which  notice of the meeting  was mailed to  stockholders.
Notice of  nominations  which are  proposed by the Board of  Directors  shall be
given by the Chairman on behalf of the Board.

               Each such  notice  shall set  forth (i) the name,  age,  business
address  and,  if known,  residence  address of each  nominee  proposed  in such
notice,  (ii) the  principal  occupation  or employment of each such nominee and
(iii) the number of shares of stock of the

                                       5
<PAGE>

Corporation which are beneficially owned by each such nominee.

               The Chairman of the meeting may, if the facts warrant,  determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure,  and, if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         EIGHTH:  (a)1. In addition to any affirmative vote required by law, and
except as otherwise  expressly  provided in sections (b) and (c) of this Article
EIGHTH:

                  (A) any  merger or  consolidation  of the  Corporation  or any
            Subsidiary (as hereinafter  defined) with or into (i) any Interested
            Stockholder (as hereinafter  defined) or (ii) any other  corporation
            (whether or not itself an Interested  Stockholder) which, after such
            merger  or  consolidation,  would be an  Affiliate  (as  hereinafter
            defined) of an Interested Stockholder; or

                  (B) any sale, lease, exchange,  mortgage,  pledge, transfer or
            other  disposition  (in  one  transaction  or a  series  of  related
            transactions) to or with an Interested Stockholder,  or an Affiliate
            of any Interested  Stockholder,  of any assets of the Corporation or
            any  Subsidiary  having an aggregate fair market value of $5,000,000
            or more; or

                  (C)  the  issuance  or  transfer  by  the  Corporation  or any
            Subsidiary (in one transaction or a series of related  transactions)
            of any securities of the Corporation to

                                       6
<PAGE>

any Interested Stockholder,  or any Affiliate of any Interested Stockholder,  in
exchange of cash, securities or other property (or a combination thereof) having
an aggregate fair market value of $5,000,000 or more; or

               (D) the adoption of any plan or proposal for the  liquidation  or
dissolution of the Corporation; or

               (E) any  reclassification  of securities  (including  any reverse
stock  split),  or  recapitalization  of  the  Corporation,  or  any  merger  or
consolidation  of the  Corporation  with any of its  Subsidiaries or any similar
transaction  (whether or not with or into or otherwise  involving an  Interested
Stockholder)  which has the effect,  directly or  indirectly,  of increasing the
proportionate  share  of the  outstanding  shares  of any  class  of  equity  or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly  owned  by  any  Interested  Stockholder,  or  any  Affiliate  of any
Interested Stockholder;  shall require the affirmative vote of the holders of at
least 75% of the outstanding shares of capital stock of the Corporation entitled
to vote  generally in the election of directors,  considered  for the purpose of
this Article EIGHTH as one class ("Voting Shares").  Such affirmative vote shall
be required  notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

            2. The term  "business  combination"  as used in this Article EIGHTH
shall mean any  transaction  which is  referred to in any one or more of clauses
(A) through (E) or paragraph 1 of this section (a).

            (b) The  provisions of section (a) of this Article  EIGHTH shall not
be  applicable  to  any  particular  business   combination  and  such  business
combination  shall require only such  affirmative vote as is required by law and
any other  provisions of the  Certificate  of  Incorporation  or by-laws if such
business combination has been approved by a majority of the whole Board.

            (c) For the purposes of this Article EIGHTH:

            1. A "person" shall mean any individual,  firm, corporation or other
entity.

            2. "Interested  Stockholder"  shall mean, in respect of any business
combination,  any person (other than the  Corporation or any  Subsidiary) who or
which , as of the record date for the determination of stockholders  entitled to
notice of and to vote on such business combination,  or immediately prior to the
consummation of any such transaction:

            (A) is the beneficial  owner,  directly or indirectly,  of more that
30% of the Voting Shares; or

                                       7
<PAGE>

            (B) is an  Affiliate of the  Corporation  and at any time within two
years prior thereto was the beneficial  owner,  directly or  indirectly,  of not
less than 20% of the then outstanding Voting Shares; or

            (C) is an assignee of or has  otherwise  succeeded  to any shares of
capital stock of the  Corporation  which were at any time within two years prior
thereto beneficially owned by any Interested Stockholder, and such assignment or
succession  shall  have  occurred  in the course of a  transaction  or series of
transactions  not  involving  a  public  offering  within  the  meaning  of  the
Securities Act of 1933.

Provided,  however,  that no  person  who on the  date of the  adoption  of this
Article EIGHTH would otherwise by a "Interested  Stockholder" as defined in this
subsection 2 shall be deemed to be an "Interested Stockholder".

            3. A person shall be "beneficial owner" of any Voting Shares:

            (A) which such person or any of its  Affiliates  and  Associates (as
hereinafter defined) beneficially own, directly or indirectly, or

            (B) which such person or any of its Affiliates or Associates has (i)
the right to acquire  (whether  such right is  exercisable  immediately  or only
after  the  passage  of  time),  pursuant  to  any  agreement,   arrangement  or
understanding  or upon the  exercise  of  conversion  rights,  exchange  rights,
warrants or options,  or  otherwise,  or (ii) the right to vote  pursuant to any
agreement, arrangement or understanding, or

            (C) which are  beneficially  owned,  directly or indirectly,  by any
other person with which such first mentioned  person or any of its Affiliates of
Associates has any agreement,  arrangement or  understanding  for the purpose of
acquiring,  holding,  voting or disposing of any shares of capital  stock of the
Corporation.

            4. The  outstanding  Voting Shares shall include shares deemed owned
through
                                       8

<PAGE>

application  of paragraph 3 above but shall not include any other Voting  Shares
which may be issuable pursuant to any agreement,  or upon exercise of conversion
rights, warrants or options or otherwise.

            5.  "Affiliate" and "Associate"  shall have the respective  meanings
given those terms in Rule 12b-2 of the General Rules and  Regulations  under the
Securities Exchange Act of 1934 as in effect on the date of the adoption of this
provision.

            6.  "Subsidiary"  shall mean any  corporation of which a majority of
any class of equity security (as defined in Rule 3all-1 of the General Rules and
Regulations  under the Securities  Exchange Act of 1934 as in effect on the date
of the adoption of this  provision),  is owned,  directly or indirectly,  by the
Corporation;  provided,  however,  that for the  purposes of the  definition  of
Interested  Stockholder  set forth in  paragraph 2 of this section (c), the term
"Subsidiary"  shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.

            (d) A  majority  of the  directors  shall have the power and duty to
determine  for the purposes of this Article  EIGHTH on the basis of  information
known to them, (1) the number of Voting Shares beneficially owned by any person,
(2) whether a person is an  Affiliate  or  Associate  of another,  (3) whether a
person has an agreement,  arrangement  or  understanding  with another as to the
matters  referred to in  paragraph  3 of section  (c), or (4) whether the assets
subject  to any  business  combination  or the  consideration  received  for the
issuance or transfer of securities by the  Corporation  or any Subsidiary has an
aggregate fair market value of $5,000,000 or more.

            (e) Nothing  contained in this Article  EIGHTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

         NINTH:  Notwithstanding  anything  contained  in  this  Certificate  of
Incorporation  to the contrary,  the affirmative vote of the holders of at least
75% of the shares of the Corporation then entitled to be voted in an election of
directors  shall be  required  to amend

                                       9
<PAGE>

or repeal, or to adopt any provision  inconsistent  with Articles FIFTH,  SIXTH,
SEVENTH, EIGHTH or NINTH of this Certificate of Incorporation,  except that only
the  affirmative  vote of the holders of a simple  majority of the shares of the
Corporation  then  entitled  to be voted in an election  of  directors  shall be
required  to amend  or  repeal,  or to adopt  any  provision  inconsistent  with
Articles FIFTH,  SIXTH, or SEVENTH of this  Certificate of Incorporation if such
amendment,  repeal or  adoption  shall have been  approved  by a majority of the
members of the Board of Directors.

         TENTH: No director of the Corporation shall be personally liable to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director;  provided, however that the foregoing clause shall not apply
to any  liability  of a director  (i) for any breach of the  director's  duty of
loyalty to the Corporation or its  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any  transaction  from  which  the  director  derived  an
improper personal  benefit.  This Article TENTH shall not eliminate or limit the
liability of a director for any act or omission occurring prior to the time this
Article TENTH became effective."

            IN WITNESS WHEREOF,  this Restated  Certificate of Incorporation has
been executed on this 13th day of May, 1997.

                                 Rollins Environmental Services, Inc.


                                 BY: /s/  John W.  Rollins, Jr.
                                   --------------------------------------
                                   Senior Vice Chairman of the Board


                                       10
<PAGE>

CERTIFICATE OF CORRECTION DATED 10/15/98


                            CERTIFICATE OF CORRECTION
                       FILED TO CORRECT A CERTAIN ERROR IN
              THE RESTATED AND AMENDED CERTIFICATE OF INCORPORATION
                     OF LAIDLAW ENVIRONMENTAL SERVICES, INC.
                  FILED IN THE OFFICE OF THE SECRETARY OF STATE
                           OF DELAWARE ON MAY 13, 1997

Laidlaw Environmental Services, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. The name of the corporation is Laidlaw Environmental  Services, Inc.
                                           -------------------------------------

         2.  That  a  Restated   and  Amended   Certificate   of   Incorporation
                      ----------------------------------------------------------
                             (Title of Certificate Being Corrected)

was filed by the  Secretary  of State of  Delaware on May 13, 1997 and that said
                                                      ------------
Certificate  requires  correction  as  permitted  by Section  103 of the General
Corporation Law of the State of Delaware.

         3. The  inaccuracy or defect of said  Certificate to be corrected is as
follows:

There were several typographical errors in Article Seventh of the Certificate as
originally filed.
--------------------------------------------------------------------------------
            (Make a general statement as to the inaccuracy or defect)

         4. Article  SEVENTH of the Certificate is corrected to read as follows:
                     -------

                             SEE ATTACHED EXHIBIT A.

<PAGE>



     IN WITNESS WHEREOF, said Laidlaw Environmental Services, Inc. has caused
this Certificate to be signed by Henry H. Taylor, its Vice President, General
Counsel and Secretary, this 15th day of October, 1997.

                                   Laidlaw Environmental Services, Inc.

                                   By:  /s/ Henry H. Taylor
                                        --------------------------------------
                                        Henry H. Taylor, Vice President,
                                        General Counsel and Secretary


<PAGE>


                                    EXHIBIT A

         "SEVENTH:  The  property  and  business  of this  corporation  shall be
managed by a Board of up to ten (10)  directors.  The directors shall be divided
into  three  classes.  The  first  class  (Class  I) shall  consist  of four (4)
directors  and the term of office of such class shall  expire at the next Annual
Meeting of Stockholders.  The second class (Class II) shall consist of three (3)
directors  and the term of  office of such  class  shall  expire  at the  Annual
Meeting of Stockholders one year  thereafter.  The third class (Class III) shall
consist of three (3) directors and the term of office of such class shall expire
at the Annual  Meeting of  Stockholders  two years  thereafter.  At each  annual
election, commencing at the next Annual Meeting of Stockholders,  the successors
of the class of  directors  whose term  expires at that time shall be elected to
hold office for the term of three years to succeed those whose term expires,  so
that the term of office of one class of  directors  shall  expire in each  year.
Each  director  shall  hold  office  for the term for  which  he is  elected  or
appointed or until his successor  shall be elected and  qualified,  or until his
death or until he shall resign. Directors need not be stockholders nor residents
of the State of Delaware.

         Notwithstanding   any  of  the   provisions  of  this   Certificate  of
Incorporation  or the by-laws of the Corporation (and  notwithstanding  the fact
that some  lesser  percentage  may be  specified  by law,  this  Certificate  of
Incorporation  or the by-laws of the  Corporation),  any  director or the entire
Board of Directors of the  Corporation  may be removed at any time, but only for
cause, and only at a meeting of the stockholders  called for that purpose by the
affirmative  vote of the holders of 75% or more of the shares of the Corporation
entitled to vote at an election of directors.

         Nominations  for the election of directors  may be made by the Board of
Directors or by any stockholder  entitled to vote for the election of directors.
Such  nominations  shall be made by notice in  writing,  delivered  or mailed by
first class  United  States  mail,  postage  prepaid,  to the  secretary  of the
Corporation  not less than 14 days nor more than 50 days prior to any meeting of
the stockholders called for the election of directors;  provided,  however, that
if less  than 21 days'  notice of the  meeting  is given to  stockholders,  such
written notice shall be delivered or mailed, as prescribed,  to the Secretary of
the  Corporation  not  later  than the  close of  business  on the  seventh  day
following  the day on which  notice of the meeting  was mailed to  stockholders.
Notice of  nominations  which are  proposed by the Board of  Directors  shall be
given by the Chairman on behalf of the Board.

         Each such notice shall set forth (i) the name,  age,  business  address
and, if known,  residence address of each nominee proposed in such notice,  (ii)
the principal occupation or employment of each such nominee and (iii) the number
of shares of stock of the Corporation which are beneficially  owned by each such
nominee.

         The Chairman of the meeting may, if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and, if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded."

<PAGE>

CERTIFICATE OF AMENDMENT DATED 11/25/98

                            CERTIFICATE OF AMENDMENT
                  TO THE RESTATED CERTIFICATE OF INCORPORATION,
                     OF LAIDLAW ENVIRONMENTAL SERVICES, INC.

         Laidlaw Environmental Services, Inc. (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:

               "FIRST: The name of the Corporation is Safety-Kleen Corp."

         SECOND:  That such  amendment has 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 25th day
of November, 1998.

                                      LAIDLAW ENVIRONMENTAL SERVICES, INC.

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

ATTEST:

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

<PAGE>

CERTIFICATE OF AMENDMENT DATED 11/30/98


                            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

<PAGE>

         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

<PAGE>

          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