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


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