AW

RESTATED CERTIFICATE OF INCORPORATION
OF
ALLIED WASTE INDUSTRIES, INC.

Allied Waste Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The corporation's present name is Allied Waste Industries, Inc.
The date of the filing of its original Certificate of Incorporation with the
Secretary of State of the State of Delaware was July 14, 1989.

SECOND: This Restated Certificate of Incorporation has been duly
adopted pursuant to and in accordance with Section 245 of the General
Corporation Law of the State of Delaware and only restates and integrates and
does not further amend the provisions of the corporation's existing Certificate
of Incorporation as amended, and there is no discrepancy between those
provisions and the provisions of the Restated Certificate of Incorporation of
the corporation.

THIRD: The Certificate of Incorporation of the corporation is hereby
restated so as to read in its entirety as follows:

ARTICLE I

The name of the corporation is ALLIED WASTE INDUSTRIES, INC.


ARTICLE II

The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.


ARTICLE III

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


ARTICLE IV

(a) The total number of shares of all classes of stock which the
corporation shall have authority to issue is two hundred ten million
(210,000,000) shares, divided into the following classes: (i) 200,000,000 shares
of common stock, par value $.01 per share ("Common Stock"), and (ii) 10,000,000
shares of preferred stock, par value $.10 per share ("Preferred Stock").

(b) Shares of Preferred Stock may be issued from time to time in one
or more series. The board of directors is hereby vested with the authority to
fix by resolution the powers, designations, preferences and relative,
participating, optional and other special rights of each series of Preferred
Stock, including, without limitation, the dividend rate, conversion rights,
voting rights, redemption price and liquidation preference, and the
qualifications, limitations or restrictions on such preferences and/or rights
and to fix the number of shares constituting any such series.

ARTICLE V

The governing board of the corporation shall be known as the board of
directors, and the number of directors comprising the same shall be determined
in accordance with the bylaws of the corporation.

ARTICLE VI

The board of directors of the corporation is expressly and solely
authorized to make, alter or repeal bylaws of the corporation.

ARTICLE VII

No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing clause shall not apply
to any liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. This Article shall not eliminate or limit the
personal liability of a director for any act or omission occurring prior to
the date this Article becomes effective.

ARTICLE VIII

8.1 The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

8.2 The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of


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the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

8.3 To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 8.1 and 8.2 of this Article,
or in defense of any claim, issue or matter therein, the corporation shall
indemnify such director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

8.4 Any indemnification under Sections 8.1 and 8.2 of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 8.1 and 8.2 of this
Article. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

8.5 Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article. Such expenses incurred by other
employees and agents shall be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

8.6 The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.

8.7 The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint


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venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the General Corporation Law of the State of Delaware or
this Article.

8.8 For purposes of this Article, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

8.9 For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

8.10 The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

ARTICLE IX

Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under
the provisions of section 291 of the General Corporation Law of the State of
Delaware or on the application of trustees in dissolution or of any receiver or
receivers appointed for the corporation under the provisions of section 279 of
the General Corporation Law of the State of Delaware, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number, representing
three-fourths in value, of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the corporation, as the


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case may be, agree to any compromise or arrangement and to any reorganization
of the corporation as a consequence of such compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all of the stockholders or class of stockholders, of the
corporation, as the case may be, and also on the corporation.

ARTICLE X

The corporation is to have perpetual existence.


IN WITNESS WHEREOF, Allied Waste Industries, Inc. has caused this
Restated Certificate of Incorporation to be executed by Peter S. Hathaway, the
Vice President and Chief Accounting Officer of the corporation, this 8th day of
August, 1997.

ALLIED WASTE INDUSTRIES, INC.


By: /s/ PETER S. HATHAWAY
----------------------------------------
Peter S. Hathaway
Vice President, Chief Accounting Officer