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