<PAGE>
 
                                                                    EXHIBIT 3.0
 
                     RESTATED CERTIFICATE OF INCORPORATION
 
                                      OF
 
                       UNITED STATES FILTER CORPORATION
 
  UNITED STATES FILTER CORPORATION (incorporated on November 12, 1987 as Novan
Energy, Inc.), a corporation duly organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, desiring to give
notice of corporate action effectuating the restatement of its Articles of
Incorporation, sets forth the following facts:
 
                                   ARTICLE I
                              Name of Corporation
 
  The name of this corporation is:
 
                       UNITED STATES FILTER CORPORATION
 
                                  ARTICLE II
                                  Definitions
 
  A. "Affiliate" and "Associate" have the meanings set forth in Rule 12b-2
under the Securities Exchange Act of 1934 as in effect on January 1, 1987.
 
  B. "Beneficially Owns" has the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934 as in effect on January 1, 1987.
 
  C. "Continuing Director" means as to any Related Person, any member of the
Board of Directors of the Corporation (the "Board") who (i) is unaffiliated
with and is not the Related Person and (ii) became a member of the Board prior
to the time that the Related Person became a Related Person, and any successor
of a Continuing Director who is recommended to succeed a Continuing Director
by a majority of Continuing Directors then on the Board.
 
  D. "Disinterested Shares" means, as to any Related Person, shares of Voting
Stock held by shareholders other than such Related Person.
 
  E. "Related Person" means and includes any individual, corporation,
partnership or other person or entity, or any group of two or more of the
foregoing that have agreed to act together, which, together with its
Affiliates and Associates, Beneficially Owns, in the aggregate, five percent
(5%) (the "Threshold Percentage") or more of the outstanding Voting Stock, and
any Affiliate or Associate of any such individual, corporation, partnership or
other person, entity or group; provided, however, that the term "related
person" shall not include Gary Leger, Lou Purmort, Joseph Mendel, Richard J.
Heckmann, Richard Bertea, Richard R. Kreitler, Richard Neslund, Charles B.
Slack, Cliff Traff, Jr., Verne H. Winchell.
 
  F. "Subsidiary" means any corporation in which the Corporation owns,
directly or indirectly, securities which entitle the Corporation to elect a
majority of the Board of Directors of such corporation or which otherwise give
to the Corporation the power to control such corporation.
 
  G. "Voting Stock" means all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors of the
Corporation and each reference to a percentage or portion of shares of Voting
Stock shall refer to such percentage or portion of the votes entitled to be
cast by such shares.
 
<PAGE>
 
                                  ARTICLE III
                               Registered Office
 
  The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the name of its registered agent at that
address is The Corporation Trust Company.
 
                                  ARTICLE IV
                                    Purpose
 
  The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware.
 
                                   ARTICLE V
                           Authorized Capital Stock
 
  Section 1. Authorized Stock. The Corporation shall be authorized to issue
two classes of shares to be designated, respectively, "Preferred Stock" and
"Common Stock"; the total number of shares which the Corporation shall have
authority to issue is Sixteen Million (16,000,000) shares; the total number of
shares of Preferred Stock shall be One Million (1,000,000) and each share
shall have a par value of ten cents ($.10); and the total number of authorized
shares of Common Stock shall be Fifteen Million (15,000,000) and each one
shall have a par value of one cent ($.01).
 
  Section 2. Preferred Stock. The shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is hereby vested
with authority to fix by resolution or resolutions the designations and the
powers, preferences and relative, participating, optional or other special
rights, and without limitation the rights with respect to dividends,
conversion rights, redemption price and liquidation preference, of any series
of shares of Preferred Stock, and to fix the number of shares constituting any
such series, and to increase or decrease the number of shares thereof then
outstanding. In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series.
 
                                  ARTICLE VI
                              Number of Directors
 
  The number of directors which shall constitute the whole Board of Directors
of the Corporation shall be as determined in accordance with the Bylaws of the
Corporation, as the same may be amended from time to time. Elections of
directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
 
                                  ARTICLE VII
                       Limitation of Director Liability
 
  To the fullest extent permitted by the General Corporation Law of Delaware
as the same exists or may hereafter be amended, a director of this Corporation
shall not be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
 
                                 ARTICLE VIII
                 No Actions by Written Consent of Shareholders
 
  No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the corporation may be taken without a
meeting, and the power of stockholders to consent in writing without a meeting
to the taking of any action is specifically denied.
<PAGE>
 
                                  ARTICLE IX
                           Call of Special Meetings
 
  Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board, or by a majority of the
members of the Board; provided, however, that where a proposal requiring
stockholder approval is made by or on behalf of a Related Person or director
affiliated with a Related Person, or where a Related Person otherwise seeks
action requiring stockholder approval, then the affirmative vote of a majority
of the Continuing Directors shall also be required to call a special meeting
of stockholders for the purpose of considering such proposal or obtaining such
approval. Such special meetings may not be called by any other person or
persons or in any other manner.
 
                                   ARTICLE X
                       Amendment of Corporate Documents
 
  Section 1. Certificate of Incorporation. In addition to any affirmative vote
required by applicable law and any voting rights granted to or held by the
holders of Preferred Stock, any alteration, amendment, repeal or rescission
(any "Change") of any provision of this Certificate of Incorporation must be
approved by a majority of the directors of the Corporation then in office and
by the affirmative vote of the holders of a majority of the outstanding Voting
Stock of the Corporation; provided, however, that if any such Change relates
to Articles II, VI, VII, VIII, IX hereof or to this Article X, such Change
must also be approved either (i) by a majority of the authorized number of
directors and, if one or more Related Persons exist, by a majority of the
directors who are Continuing Directors with respect to all Related Persons, or
(ii) by the affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding Voting Stock of the Corporation, and if the Change is
proposed by or on behalf of a Related Person or a director affiliated with a
Related Person, by the affirmative vote of the holders of a majority of the
Disinterested Shares.
 
  Subject to the foregoing, the Corporation reserves the right to amend,
alter, repeal or rescind any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders herein are granted subject to this reservation.
 
  Section 2. Bylaws. Any proposed Change of the Bylaws of the Corporation must
be approved either (i) by a majority of the authorized number of directors
and, if one or more Related Persons exist, by a majority of the directors who
are Continuing Directors with respect to all Related Persons, or (ii) by the
affirmative vote of the holders of not less than eighty percent (80%) of the
outstanding Voting Stock of the Corporation and, if the Change is proposed by
or on behalf of a Related Person or a director affiliated with a Related
Person, by the affirmative vote of the holders of a majority of the
Disinterested Shares.
 
  Subject to the foregoing, the Board of Directors is expressly authorized to
make, repeal, alter, amend and rescind the Bylaws of this Corporation, subject
to any limitations expressed in such Bylaws.
 
                                  ARTICLE XI
                                Corporate Power
 
  The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
 
                                  ARTICLE XII
                      Creditor Compromise or Arrangement
 
  Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this
<PAGE>
 
Corporation under the provisions of Section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of Section 279
of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromises or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
 
  The Board of Directors of this Corporation has duly authorized by resolution
this restatement of the Corporation's Articles of Incorporation which restates
and integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as theretofore amended or supplemented, and there
is no discrepancy between those provisions and the provisions of the restated
Certificate.
 
  This Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of Section 245 of the General Corporation Law
of the State of Delaware.
 
  IN WITNESS WHEREOF, said UNITED STATES FILTER CORPORATION has caused this
Restated Certificate of Incorporation to be signed by Richard J. Heckmann, its
President and attested by Michael J. Reardon, its Secretary, as of the 14th
day of March, 1991.
 
                                            /s/ Richard J. Heckmann
                                          -------------------------------
                                          Richard J. Heckmann, President
 
                                    Attest:   /s/ Michael J. Reardon
                                          -------------------------------
                                           Michael J. Reardon, Secretary
 
  The undersigned declare under penalty of perjury under the laws of the State
of Delaware, that the instrument is the act and deed of the corporation, and
that the facts stated therein are true.
 
  Executed at Whittier, California, as of March 14, 1991.
 
                                            /s/ Richard J. Heckmann
                                          -------------------------------------
                                          Richard J. Heckmann, President
 
                                             /s/ Michael J. Reardon
                                          -------------------------------------
                                           Michael J. Reardon, Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                       UNITED STATES FILTER CORPORATION
 
  United States Filter Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
 
  DOES HEREBY CERTIFY:
 
  FIRST: That Section 2 of Article V of the Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
 
    "Section 2. Preferred Stock. The shares of Preferred Stock may be
  issued from time to time in one or more series. The Board of Directors
  is hereby vested with authority to fix by resolution or resolutions the
  designations and the powers, preferences and relative, participating,
  optional or other special rights, and without limitation the rights
  with respect to voting, dividends, conversion rights, redemption price
  and liquidation preference, of any series of shares of Preferred Stock,
  and to fix the number of shares constituting any such series, and to
  increase or decrease the number of shares thereof then outstanding. In
  case the number of shares of any such series shall be so decreased, the
  shares constituting such decrease shall resume the status which they
  had prior to the adoption of the resolution or resolutions originally
  fixing the number of shares of such series."
 
  SECOND: The amendment set forth has been duly approved by the Board of
Directors of the Corporation and by the Stockholders entitled to vote thereon.
 
  THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
  IN WITNESS WHEREOF, I, the undersigned, being a Vice President of the
Corporation, for the purpose of amending the Restated Certificate of
Incorporation of the Corporation pursuant to Section 242 of the Delaware
General Corporation Law, do make and file this Certificate of Amendment,
hereby declaring and certifying that the facts herein stated are true and
accordingly have hereunto set my hand, this 29th day of September, 1992.
 
                                          By: /s/ Donald L. Bergmann
                                             -------------------------------
                                                Donald L. Bergmann
                                                  Vice President
 
Attest: /s/ Dorrie B. Osborne
   -------------------------------
        Dorrie B. Osborne
       Assistant Secretary
<PAGE>
 
                            CERTIFICATE RELATING TO
               CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS,
           AND LIMITATIONS OF PREFERRED STOCK FILED ON JULY 18, 1990
 
            Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware
 
  United States Filter Corporation, a corporation organized and existing under
the by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
 
  DOES HEREBY CERTIFY:
 
  FIRST: That on July 18, 1990, the Corporation filed with the Secretary of
State of Delaware a Certificate of Designation, Preferences, Rights and
Limitations of Preferred Stock, $.10 Par Value of American Toxxic Control,
Inc. ("Certificate of Designation"), the name of which corporation was
subsequently changed to United States Filter Corporation. The Certificate of
Designation authorized the issuance of 1,000,000 shares of Preferred Stock,
$.10 par value ("Preferred Stock") of the Corporation.
 
  SECOND: That the Board of Directors of the Corporation, acting by a
unanimous consent dated November 30, 1993, adopted the following resolution in
respect of the shares subject to the Certificate of Designation:
 
    RESOLVED, that none of the authorized shares designated "Preferred
  Stock, $.10 par value," by virtue of the Certificate of Designation,
  Preferences, Rights and Limitations of Preferred Stock, $.10 Par Value
  of the Corporation filed with the Secretary of State of Delaware on
  July 18, 1990 are presently outstanding, and that none of such shares
  will be issued subject to such Certificate of Designation, Preferences,
  Rights and Limitations.
 
  THIRD: Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, upon its effectiveness, this certificate shall have the
effect of eliminating from the Certificate of Incorporation of the
Corporation, as amended, all matters set forth in the Certificate of
Designation with respect to the Preferred Stock.
 
  IN WITNESS WHEREOF, United States Filter Corporation has caused this
certificate to be signed by its Vice President and attested by its Assistant
Secretary, and the undersigned affirms the foregoing as true and correct under
the penalties of perjury as of this 30th day of November, 1993.
 
                                          UNITED STATES FILTER CORPORATION
 
                                          By: /s/ Donald L. Bergmann
                                              -------------------------------
                                                Donald L. Bergmann
                                                  Vice President
 
ATTEST:
 
By: /s/ Dorrie B. Osborne
  -------------------------------
 Dorrie B. Osborne Assistant
          Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                       UNITED STATES FILTER CORPORATION
 
  United States Filter Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
 
  DOES HEREBY CERTIFY:
 
  FIRST: That Section 1 of Article V of the Restated Certificate of
Incorporation of the Corporation is hereby amended in its entirety to read as
follows:
 
    "Section 1. Authorized Stock. The Corporation shall be authorized to
  issue two classes of shares to be designated, respectively, "Preferred
  Stock" and "Common Stock"; the total number of shares which the
  Corporation shall have authority to issue is twenty-eight million
  (28,000,000) shares; the total number of authorized shares of Preferred
  Stock shall be three million (3,000,000) and each share shall have a
  par value of ten cents ($.10); and the total number of authorized
  shares of Common Stock shall be twenty-five million (25,000,000) and
  each share shall have a par value of one cent ($.01)."
 
  SECOND: That Article VI of the Restated Certificate of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:
 
                                  "ARTICLE VI
                     Numbers of Directors; Classification
 
    The business and affairs of the Corporation shall be managed by or
  under the direction of a Board of Directors consisting of such number
  of directors as is determined from time to time by resolution adopted
  by affirmative vote of majority of the entire Board of Directors;
  provided, however, that in no event shall the number of directors be
  less than three. The directors shall be divided into three classes,
  designated Class I, Class II and Class III. Each class shall consist,
  as nearly as may be possible, of one-third of the total number of
  directors constituting the entire Board of Directors. At the 1993
  Annual Meeting of Stockholders, Class I directors shall be elected for
  a one-year term, Class II directors for a two-year term and Class III
  directors for a three-year term. At each succeeding annual meeting of
  stockholders beginning in 1994, successors to the class of directors
  whose term expires at the annual meeting shall be elected for a three-
  year term. If the number of directors is changed, any increase or
  decrease shall be apportioned among the classes so as to maintain the
  number of directors in each class as nearly equal as possible, and any
  additional director of any class elected to fill a vacancy resulting
  from an increase in such class shall hold office for a term that shall
  coincide with the remaining term of any incumbent director. A director
  shall hold office until the annual meeting for the year in which his or
  her term expires and until his or her successor shall be elected and
  shall qualify, subject, however, to prior death, resignation,
  incapacitation or removal from office. A majority of the entire Board
  of Directors shall constitute a quorum for the transaction of business.
  Except as otherwise required by law, any vacancy in the Board of
  Directors that results from an increase in the number of directors
  shall be filled by only a majority of the directors then in office,
  even if less than a quorum, or by a sole remaining director. Any
  director elected to fill a vacancy not resulting from an increase in
  the number of directors shall have the same remaining term as that of
  his or her predecessor. A director may be removed only for cause by
  either the stockholders or by the vote of a majority of the directors
  then in office.
<PAGE>
 
    Notwithstanding the foregoing, whenever the holders of any one or
  more classes or series of stock issued by the Corporation shall have
  the right, voting separately by class or series, to elect directors at
  an annual or special meeting of stockholders, the election, term of
  office, filling of vacancies and other features of such directorships
  shall be governed by the terms of this Certificate of Incorporation
  applicable thereto, such directors so elected shall not be divided into
  classes pursuant to this Article VI, and the number of directors shall
  not be counted in determining the maximum number of directors permitted
  under the foregoing provisions of the Article VI, in each case unless
  expressly provided by such terms."
 
  THIRD: The amendments set forth have been duly approved by the Board of
Directors of the Corporation and by the Stockholders entitled to vote thereon.
 
  FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
  IN WITNESS WHEREOF, I, the undersigned, being a Vice President of the
Corporation, for the purpose of amending the Restated Certificate of
Incorporation of the Corporation pursuant to Section 242 of the Delaware
General Corporation Law, do make and file this Certificate of Amendment,
hereby declaring and certifying that the facts herein stated are true and
accordingly have hereunto set my hand, as of this 1st day of December, 1993.
 
                                          By: /s/ Donald L. Bergmann
                                             -------------------------------
                                                Donald L. Bergmann
                                                  Vice President
 
Attest: /s/ Dorrie B. Osborne
   ---------------------------
        Dorrie B. Osborne
       Assistant Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                       UNITED STATES FILTER CORPORATION
 
  United States Filter Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
 
  DOES HEREBY CERTIFY:
 
  FIRST: That Section 1 of Article V of the Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
 
   "Section 1. Authorized Stock. The Corporation shall be authorized to
 issue two classes of shares to be designated, respectively, "Preferred
 Stock" and "Common Stock"; the total number of shares which the
 Corporation shall have authority to issue is seventy-eight million shares
 (78,000,000); the total number of shares of Preferred Stock shall be three
 million (3,000,000) and each share shall have a par value of ten cents
 ($.10); and the total number of authorized shares of Common Stock shall be
 seventy-five million (75,000,000) and each share shall have a par value of
 one cent ($.01)."
 
  SECOND: The amendment set forth has been duly approved by the Board of
Directors of the Corporation and by the Stockholders entitled to vote thereon.
 
  THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
  IN WITNESS WHEREOF, I, the undersigned, being a Vice President of the
Corporation, for the purpose of amending the Restated Certificate of
Incorporation of the Corporation pursuant to Section 242 of the Delaware
General Corporation Law, do make and file this Certificate of Amendment,
hereby declaring and certifying that the facts herein stated are true and
accordingly have hereunto set my hand, as of this 14th day of March, 1994.
 
                                          By: /s/ Kevin L. Spence
                                             -------------------------------
                                                Kevin L. Spence
                                                Vice President
 
Attest: /s/ Dorrie B. Osborne
   -------------------------------
        Dorrie B. Osborne
       Assistant Secretary
<PAGE>
 
                          CERTIFICATE OF ELIMINATION
                                      OF
                       UNITED STATES FILTER CORPORATION
 
  United States Filter Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware,
 
  DOES HEREBY CERTIFY:
 
  FIRST: The name of the Corporation is United States Filter Corporation.
 
  SECOND: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted eliminating the designation of a "Series B
Voting Convertible Preferred Stock" as set forth in the Certificate of
Designations, Preferences, Rights and Limitations filed on October 3, 1994.
The resolutions setting forth the elimination are as follows:
 
   NOW, THEREFORE, BE IT RESOLVED, that no shares of the Series B Voting
 Convertible Preferred Stock are outstanding; and
 
   RESOLVED FURTHER, that no shares of the Series B Voting Convertible
 Preferred Stock will be issued subject to that Certificate of
 Designations, Preferences, Rights and Limitations filed by the Company
 with the Delaware Secretary of State on October 3, 1994; and
 
   RESOLVED FURTHER, that a Certificate of Elimination be filed with the
 Delaware Secretary of State eliminating the designation of the Series B
 Voting Convertible Preferred Stock.
 
  THIRD: These resolutions were duly adopted in accordance with Section 151(g)
of the General Corporation Law of the State of Delaware.
 
  IN WITNESS WHEREOF, United States Filter Corporation has caused this
Certificate to be executed by a duly authorized officer this 3rd day of
November, 1995.
 
                                          UNITED STATES FILTER CORPORATION
 
                                          By: /s/ Damian C. Georgino
                                             ----------------------------------
                                                Damian C. Georgino
                                              Vice President, General
                                               Counsel and Secretary
<PAGE>
 
                          CERTIFICATE OF ELIMINATION
                                      OF
                       UNITED STATES FILTER CORPORATION
 
  United States Filter Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware,
 
  DOES HEREBY CERTIFY:
 
  FIRST: The name of the Corporation is United States Filter Corporation.
 
  SECOND: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted eliminating the designation of a "Series A
Voting Convertible Preferred Stock" as set forth in the Certificate of
Designations, Preferences, Rights and Limitations filed on December 31, 1991.
The resolutions setting forth the elimination are as follows:
 
   NOW, THEREFORE, BE IT RESOLVED, that no shares of the Series A Voting
 Convertible Preferred Stock are outstanding; and
 
   RESOLVED FURTHER, that no shares of the Series A Voting Convertible
 Preferred Stock will be issued subject to that Certificate of
 Designations, Preferences, Rights and Limitations filed by the Company
 with the Delaware Secretary of State on December 31, 1991; and
 
   RESOLVED FURTHER, that a Certificate of Elimination be filed with the
 Delaware Secretary of State eliminating the designation of the Series A
 Voting Convertible Preferred Stock.
 
  THIRD: These resolutions were duly adopted in accordance with Section 151(g)
of the General Corporation Law of the State of Delaware.
 
  IN WITNESS WHEREOF, United States Filter Corporation has caused this
Certificate to be executed by a duly authorized officer this 14th day of June,
1996.
 
                                          UNITED STATES FILTER CORPORATION
 
                                          By: /s/ Damian C. Georgino
                                             ----------------------------------
                                                Damian C. Georgino
                                              Vice President, General
                                              Counsel and Secretarty
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                       UNITED STATES FILTER CORPORATION


   United States Filter Corporation, a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"),

   DOES HEREBY CERTIFY:

   FIRST:  That Section 1 of Article V of the Restated Certificate of 
Incorporation of the Corporation is hereby amended to read in its entirety as 
follows:

   "Section 1.  Authorized Stock.  The Corporation shall be authorized to issue 
                -----------------
two classes of shares to be designated, respectively, "Preferred Stock" and 
"Common Stock"; the total number of shares which the Corporation shall have the 
authority to issue is one hundred fifty three million (153,000,000) shares; the 
total number of authorized shares of Preferred Stock shall be three million 
(3,000,000) and each share shall have a par value of ten cents ($.10); and the 
total number of authorized shares of Common Stock shall be one hundred fifty 
million (150,000,000) and each share shall have a par value of one cent ($.01)."

   SECOND: The amendment set forth has been duly approved by the Board of 
Directors of the Corporation and by the Stockholders entitled to vote thereon.

   THIRD:  That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.

   IN WITNESS WHEREOF, I, the undersigned, Vice President, General Counsel and 
Secretary of the Corporation, for the purpose of amending the Restated 
Certificate of Incorporation of the Corporation pursuant to Section 242 of the 
Delaware General Corporation Law, do make and file this Certificate of 
Amendment, hereby declaring and certifying that the facts herein stated are true
and accordingly have hereunto set my hand, as of this 16th day of September 
1996.

Attest:                        By:    /s/  Damian C. Georgino
                                  ------------------------------------
                                  Damian C. Georgino
/s/ Michael B. Hulme              Vice President, General Counsel
------------------------------    and Secretary
Michael B. Hulme                  
Assistant General Counsel and
Assistant Secretary