Exhibit 3.24


                          CERTIFICATE OF INCORPORATION
                                       OF
                          ACQUISITION SUBSIDIARY, INC.

      1. The name of the corporation is :

                           ACQUISITION SUBSIDIARY, 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 Corporaion Law of Delaware.

      4. The total number of shares of common stock which the corporation shall
have authority to issue is One Thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

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

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

                           J. L. Austin
                           Corporation Trust Center
                           1209 Orange Street
                           Wilmington, Delaware 19801

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law 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 14th day of April, 1986.

                           /s/ J. L. Austin
                               --------------------------
                               J. L. Austin




                              CERTIFICATE OF MERGER
                                       OF
                           UNIVERSAL FURNITURE LIMITED
                                  WITH AND INTO
                          ACQUISITION SUBSIDIARY, INC.

      Acquisition Subsidiary, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"GCL"), hereby certifies that:

      FIRST: The name and state of incorporation of each of the constituent
corporations are as follows:

                                            Jurisdiction of
      Name                                  Incorporation
      ----                                  -------------

Acquisition Subsidiary, Inc.                Delaware
      ("Subsidiary")

Universal Furniture Limited                 British Virgin Islands
      ("Company")

      SECOND: An Agreement and Plan of Merger dated as of March 12, 1989 (the
"Agreement"), among the Company, Subsidiary and Masco Corporation, a Delaware
corporation, with respect to the merger of the Company with and into Subsidiary
(the "Merger"), has been approved, adopted, certified, executed and acknowledged
by each of the Subsidiary and the Company in accordance with Section 252 of the
GCL.

      THIRD: The name of the surviving corporation of the Merger is "Acquisition
Subsidiary, Inc." whose name shall be changed to "Universal Furniture Limited."

      FOURTH: The certificate of incorporation of the Acquisition Subsidiary,
Inc. shall be the certificate of incorporation of the surviving corporation
except that Article 1 shall be amended as follows:

      ARTICLE 1. The name of the corporation is:

                             UNIVERSAL FURNITURE LIMITED

      FIFTH: The executed Agreement is on file at the principal place of
business of the surviving corporation, 21001 Van Born Road, Taylor, Michigan
48180.

      SIXTH: A copy of this Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of Subsidiary or
the Company.



      This Certificate of Merger shall be effective as of the close of the date
on which this Certificate of Merger is filed with the Secretary of State of the
State of Delaware, and the Merger shall be effective at such time.

                                        ACQUISITION SUBSIDIARY, INC.

                                        By /s/ Wayne B. Lyon
                                        -------------------------------
                                           Wayne B. Lyon
                                           President

ATTEST:

/s/ Gerald Bright
- -------------------------------
Gerald Bright
Secretary