Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                    * * * * *

     Harding Associates, Inc., a corporation organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of Harding Associates, Inc. at a meeting
duly held on August 22,  1995,  adopted a  resolution  proposing  and  declaring
advisable the following  amendment to the Restated  Certificate of Incorporation
of said corporation:

     RESOLVED,  that  the  Restated  Certificate  of  Incorporation  of  Harding
Associates,  Inc. be amended by changing the First  Article  thereof so that, as
amended, said Article shall be and read as follows:


      The name of this Corporation is Harding Lawson Associates Group, Inc.

     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
the annual meeting of the  stockholders of said  corporation was duly called and
held on November  1, 1995 at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

     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,  said  Harding  Associates,   Inc.  has  caused  this
certificate to be signed by Patricia A. England, its Secretary,  this 2nd day of
November, 1995.

                                           Harding Associates, Inc.

                                           By /s/ Patricia A. England
                                           Secretary