EXHIBIT 4.2

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

     Pursuant to the provisions of Sections 14A:9-2(4) and 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

     1.   The name of the Corporation is KTI, Inc.

     2.   The following amendment to the Certificate of Incorporation was
approved by the Board of Directors and thereafter duly adopted by the
Shareholders of the Corporation on May 14, 1997:

     Resolved that ARTICLE THIRD of the Certificate of Incorporation be amended
to read in its entirety as follows:

                                 "ARTICLE THIRD

     The total number of shares of Common Stock which the Corporation shall have
authority to issue is Twenty Million (20,000,000) shares without par value.  The
Corporation shall also have authority to issue ten million (10,000,000) shares
of Preferred Stock."

     3.   The number of shares entitled to vote upon the amendment was 6,521,225
shares.

     4.   The number of shares voting for, against and abstaining from voting
for such amendment are as follows:

     Number of Shares Voting For Amendment:        5,252,736
     Number of Shares Voting Against Amendment:       66,005
     Number of Shares Abstaining From Voting:          6,446

     5.   The foregoing amendment to the Restated Certificate of Incorporation
shall become effective at the close of business on the date of filing.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 14th day of May, 1997.

                              KTI, Inc.



                              By: /s/ Robert E. Wetzel
                                   Name:  Robert E. Wetzel
                                   Title:    Senior Vice President