this invention provides a process for preparing novel hydrophobically associating terpolymers containing cationic functionality which are useful for clean - up of waste waters containing organic contaminants . these water soluble polymers contain both water soluble and water insoluble monomers . the water soluble monomers are acrylamide and a salt of an unsaturated amine base and the water insoluble monomer is a higher alkylacrylamide or alkylacrylate . these polymers are referred to as cram . the process for their preparation relies on solubilizing the water insoluble monomer into an aqueous micellar solution containing one or more surfactants and the water soluble monomers . the surfactants are specifically selected to enable homogeneous dispersion of the hydrophobic monomer in the presence of cationic monomers , such as 3 - methacrylamidopropyltrimethylammonium chloride , 2 - methylacrylatoethyltrimethylammonium chloride , or diallyl dimethylammonium chloride . redox or free radical initiators are used to copolymerize both the water soluble and water insoluble monomers forming terpolymers of ethylenically unsaturated amine base salts , alkylacrylamides or alkylacrylates and acrylamide . these polymers provide exceptional clean - up of waste waters containing organic contaminants . also , they are very effective for resolving oil - in - water emulsions , such as those found in oil production .