EXHIBIT 3.49

                           CERTIFICATE OF FORMATION

                                      OF

                      NORTHEAST RESTORATION COMPANY, LLC



     1.  The name of the limited liability company is Northeast Restoration
Company, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Northeast Restoration Company, LLC this 14th day of October, 1998.



                    Northeast Restoration Company, LLC
                         By:  LandBank Environmental Properties, LLC, Manager
                         By:  LandBank, Inc., Managing Member


                         By:          /s/  James M. Redwine
                            --------------------------------------------------
                                           James M. Redwine
                                           Assistant Secretary