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                                                                   Exhibit 10(b)

                               AMENDMENT NO. 1 TO
                                OHM CORPORATION
                          DIRECTORS' DEFERRED FEE PLAN


         WHEREAS, on November 3, 1994, the Board of Directors of OHM Corporation
(the "Company") adopted the OHM Corporation Directors' Deferred Fee Plan (the
"Plan") to provide benefits upon termination of service or death for Directors
of the Company or their beneficiaries;

         WHEREAS, Article IX of the Plan grants to the Board of Directors the
power, subject to certain limitations, to amend the Plan;

         WHEREAS, in order to conform the operation of the Plan to certain
rules and regulations of the Securities and Exchange Commission, the Board of
Directors of the Company, by resolution duly adopted, hereby amends the Plan as
follows:

         1.      Section 4.2 of the Plan is hereby amended by adding to the end
                 of Section 4.2 the phrase "provided; however that until such
                 time as the Vice President, General Counsel and Secretary of
                 the Company shall have made a written determination that the
                 provisions of Rule 16b-3 of the Securities Exchange Act of
                 1934, as amended (or any successor rule), have been amended to
                 permit the receipt by a "disinterested person" (as defined in
                 such Rule) to receive an amount equal to 25% of such Deferred
                 Fees for such calendar year, the additional amount referred to
                 above which shall be credited to the Participant's Deferred
                 Benefit Account shall be equal to 10% of such Deferred Fees
                 for such calendar year.

         2.      Except as expressly amended herein, the Plan shall remain in
                 full force and effect.