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                                                                     EXHIBIT 4.4


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COMMON STOCK                                                       COMMON STOCK

THIS CERTIFICATE IS TRANSFERABLE
                           SHARES
IN EDISON, NEW JERSEY OR IN
NEW YORK, NEW YORK

INCORPORATED UNDER THE LAWS
         SEE REVERSE FOR ABBREVIATIONS
OF THE STATE OF OHIO
         AND STATEMENT OF RIGHTS

         GRANTED TO EACH CLASS OF SHARES

                  CUSIP 670839 10 9

                                 OHM CORPORATION

This is to certify that

is the owner of

     FULL-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
$.10 PER SHARE OF

           OHM CORPORATION, transferable on the share register of the
   Corporation in person or by duly authorized attorney upon surrender of this
       Certificate properly endorsed. This Certificate is not valid unless
      countersigned by the Transfer Agent and registered by the Registrar.

    Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated
                  James L. Kirk
Countersigned and registered:
                  President
Midlantic National Bank
(Edison, New Jersey)
                  John J. Ray III
Transfer agent
                  Secretary
and Registrar

by
Authorized Officer


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                                 OHM CORPORATION

         The Corporation will furnish to any stockholder upon request and
without charge a full statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each authorized
class of stock or series thereof and the qualifications, limitations or
restrictions of such preference and/or rights, to the extent that the same have
been fixed, and of the authority of the Board of Directors to designate the same
with respect to other series. Such request may be made to the Corporation or to
its Transfer Agent.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -as tenants in common               
TEN ENT - as tenants by the entireties      
JT TEN -as joint tenants with right of      
         survivorship and not as tenants    
         in common                          

UNIF GIFT MIN ACT-...........Custodian...........            
                                (Cust)        (Minor)        
                               under Uniform Gifts to Minors 
                               Act....................       
                                     (State)                 


         Additional abbreviations may also be used though not in the
above list.

         For Value Received, ______________ hereby sell, assign and transfer 
         unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within named 
Corporation with full power of substitution in the premises.

Dated_____________________________________

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NOTICE:           The signature to this assignment must correspond with the name
                  as written upon the face of the certificate in every 
                  particular, without alteration or enlargement or any change 
                  whatever.

Transfer of the shares represented by this Certificate is subject to the
provisions of Article TENTH of the Corporation's Articles of Incorporation as
the same may be in effect from time to time. Upon written request delivered to
the Secretary of the Corporation at its principal place of business, the
Corporation will mail to the holder of this Certificate a copy of such
provisions without charge within five (5) days after receipt of written request
therefor. By accepting this Certificate the holder hereof acknowledges that it
is accepting same subject to the provisions of said Article TENTH as the same
may be in effect from time to time and covenants with the Corporation and each
shareholder thereof from time to time to comply with the provisions of said
Article TENTH as the same may be in effect from time to time.