CERTIFICATE OF ELIMINATION
                                       OF
                             AMERICAN STANDARD INC.

     AMERICAN  STANDARD  INC., a corporation  organized  and existing  under the
General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of  Directors  of American  Standard
Inc. held on September 2, 1993,  resolutions were duly adopted setting forth the
proposed elimination of the series of Exchangeable  Preferred Stock as set forth
herein:

     WHEREAS  on June 30,  1993  American  Standard  Inc.  exchanged  all of its
outstanding Exchangeable Preferred Stock for certain debentures, and

     WHEREAS it is deemed  desirable to eliminate all reference to  Exchangeable
Preferred   Stock  in  American   Standard   Inc.'s   Restated   Certificate  of
Incorporation  and to restore all of the issued and  unexchanged  and all of the
authorized and unissued shares of Exchangeable  Preferred Stock to the status of
authorized and unissued shares of the class of Preferred  Stock  undesignated as
to series, now therefore it is

     RESOLVED,  that no shares of the series of Exchangeable  Preferred Stock of
American Standard Inc. are outstanding and none will be issued, and further

     RESOLVED,  that a Certificate of Elimination be executed,  which shall have
the effect when filed and recorded in Delaware of eliminating  from the Restated
Certificate  of  Incorporation  of American  Standard Inc. all references to the
series of Exchangeable Preferred Stock.

     SECOND:  None  of the  authorized  shares  of the  series  of  Exchangeable
Preferred Stock are  outstanding  and none will be issued.

     THIRD:  In  accordance  with the  provisions  of Section 151 of the General
Corporation  Law  of  the  State  of  Delaware,   the  Restated  Certificate  of
Incorporation  of American  Standard  Inc. is hereby  amended to  eliminate  all
reference to the series of Exchangeable Preferred Stock.





     IN WITNESS WHEREOF, said American Standard Inc. has caused this certificate
to be signed by Frederick W. Jaqua,  its Vice President,  and attested by Israel
A. Stein, its Assistant Secretary, this 22nd day of September, 1994.

                                                          AMERICAN STANDARD INC.

                                                      By: /s/ Frederick W. Jaqua
                                                                  Vice President

         ATTEST:


         By: /s/ Israel A. Stein
             Assistant Secretary