RESTATED
     
                    ARTICLES OF INCORPORATION
     
                               OF
     
               INTERNATIONAL ALUMINUM CORPORATION
                    a California corporation
     
     
                            ARTICLE I
     
     
             The name of this corporation shall be:
     INTERNATIONAL ALUMINUM CORPORATION
     
     
                           ARTICLE II
     
             The corporation elects to be governed by all of the
     provisions of the General Corporation Law of 1977, as amended, not
     otherwise applicable to it under Chapter 23 thereof.
     
     
                           ARTICLE III
     
     
             The purpose of this corporation is to engage in any
     lawful act or activity for which a corporation may be organized
     under the General Corporation Law of California other than the
     banking business, the trust company business or practice of a
     profession permitted to be incorporated by the California
     Corporations Code.
     
     
                           ARTICLE IV
     
             This corporation is authorized to issue two classes of
     shares to be designated respectively Preferred Stock and Common
     Stock.  The total number of shares which this corporation shall
     have authority to issue is 10,500,000; the aggregate par value of
     all shares that are to have a par value shall be $15,000,000.  The
     number of shares of Preferred Stock that are to have par value
     shall be 500,000 and the par value of each share of such class
     shall be $10.00.  The number of shares of Common Stock that are to
     have a par value shall be 10,000,000 and the par value of each
     share of such class shall be $1.00.
          

             The Preferred Stock may be issued from time to time in
     one or more series.  The Board of Directors is hereby authorized
     to fix or alter the dividend rights, dividend rate, conversion
     rights, voting rights, rights and terms of redemption (including
     sinking fund provisions), the redemption price or prices and the
     liquidation preferences of any wholly unissued series of Preferred
     Stock, and the number of shares constituting any such resolution
     originally fixing the number of shares of such series.
     
     
                            ARTICLE V
     
             The liability of the directors of the corporation for
     monetary damages shall be eliminated to the fullest extent
     permissible under California law.
     
     
                           ARTICLE VI
     
     
             The corporation is authorized to provide
     indemnification of agents (as defined in Section 317 of the
     California Corporations Code) for breach of duty to the
     corporation and its shareholders through By-Law provisions or
     through agreements with agents, or both, in excess of the
     indemnification otherwise permitted by Section 317 of the
     California Corporations Code, subject to the limits on such excess
     indemnification set forth in Section 204 of the California
     Corporations Code.