exv3w392

REPUBLIC INDUSTRIES COMPACTOR RENTAL, INC.

/s/ Richard L. Handley

Secretary

Exhibit 3.392

CERTIFICATE OF INCORPORATION
OF
REPUBLIC INDUSTRIES COMPACTOR RENTAL, INC.

* * * * *

1. The name of the corporation is Republic Industries Compactor Rental, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).

5. The board of directors is authorized to make, alter or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

Laura Vitalo
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the 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 the 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 l74 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 29th day of January, 1997.


		/s/ Laura Vitalo Laura Vitalo,
		Sole Incorporator

Page 1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

Republic Industries Compactor Rental, 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 said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

		RESOLVED, that the Certificate of Incorporation of Republic Industries Compactor Rental, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

		The name of the corporation is Compactor Rental Systems of Delaware, Inc.

SECOND:		That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:		That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Republic Industries Compactor Rental, Inc. has caused this certificate to be signed by Richard L. Handley, its Secretary, this 12th day of February, 1997.