EXHIBIT 3.9


                         CERTIFICATE OF INCORPORATION
                                       OF
                       JACKSONVILLE FLORIDA LANDFILL, INC.

            FIRST: The name of this Corporation is Jacksonville Florida
Landfill, Inc.

            SECOND: Its registered office in the State of Delaware is to be
located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.

            THIRD: The purpose of this Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

            FOURTH: The total number of shares of all classes of stock which
this Corporation shall have authority to issue is 1,000 shares of Common Stock,
par value $.01 per share.

            FIFTH: The name and mailing address of the incorporator are as
follows:

            John P. Schetz           227 West Monroe Street,
                                     Suite 4700
                                     Chicago, IL 60606

            SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered, in the manner provided in the Bylaws of this
Corporation, to adopt, amend or repeal the Bylaws of the Corporation in any
respect not inconsistent with the laws of the State of Delaware, this
Certificate of Incorporation or the Bylaws; provided, however, that the fact
that such power has been conferred upon the directors shall not divest the
stockholders of the power and authority, nor limit the power of stockholders to
adopt, amend or repeal bylaws.

            In addition to the powers and authority herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such powers
and do all such acts as may be exercised or done by a corporation under the laws
of the State of Delaware, subject to the provisions of this Certificate of
Incorporation and the Bylaws of this Corporation. Elections of directors need
not be by written ballot, except as otherwise required by the Bylaws of this
Corporation.

            Any contract, transaction or act of this Corporation or of the
directors or any committee of directors, which shall be ratified by the holders
of a majority of the shares of stock of this Corporation present in person or by
proxy and voting at any meeting called for such purpose, shall, insofar as
permitted by the laws of the State of Delaware or by this



Certificate of Incorporation, be as valid and as binding as though ratified by
every stockholder of this Corporation.

            SEVENTH: A director of this Corporation shall not be personally
liable to this Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to this Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

            If the Delaware General Corporation Law is amended to authorize the
further elimination or limitation of liability of directors, then the liability
of directors shall be eliminated or limited to the full extent authorized by the
Delaware General Corporation Law, as so amended. Any amendment, modification or
repeal of this Article shall not adversely affect any right or protection of a
director of this Corporation existing at the time of such amendment,
modification or repeal.

            EIGHTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained to this Certificate of Incorporation, in the
manner now or hereafter prescribed by the Delaware General Corporation Law, and
all powers, preferences, rights and privileges conferred upon stockholders,
directors or any other persons herein are granted subject to this reservation.

            I, THE UNDERSIGNED, for the purpose of forming a corporation under
the laws of the State of Delaware, do make, file and record this Certificate,
and do certify that the facts herein stated are true, and I have accordingly
hereunto set my hand this 10th day of November, 2003.

                                      /s/ John P. Schetz
                                      ------------------------------------------
                                      John P. Schetz, Incorporator