RESTATED CERTIFICATE OF INCORPORATION

                               OF

                 CONTAINER CORPORATION OF AMERICA


          CONTAINER CORPORATION OF AMERICA, a Delaware corpora-
tion, the original Certificate of Incorporation of which was
filed with the Secretary of State of the State of Delaware on
July 23, 1986, HEREBY CERTIFIES that this Restated Certificate of
Incorporation, restating, integrating and amending its Certifi-
cate of Incorporation, was duly adopted in accordance with
Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware. The original name was Concora Corporation.

          FIRST:  The name of the Corporation is Container
Corporation of America (the 'Corporation').

          SECOND:  The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New Castle.  The name of its
registered agent at that address is The Corporation Trust Compa-
ny.

          THIRD:  The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may be orga-
nized under the General Corporation Law of the State of Delaware
(the 'GCL').

          FOURTH:  The total number of shares of capital stock
which the Corporation shall have authority to issue is 1,000
shares of common stock, par value $.0l per share (the 'Common
Stock').

          FIFTH:  The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and regula-
tion of the powers of the Corporation and of its directors and
stockholders:

               (1)  The business and affairs of the
          Corporation shall be managed by or under the
          direction of the Board of Directors.

               (2)  The directors shall have concurrent
          power with the stockholders to make, alter,
          amend, change, add to or repeal the By-Laws
          of the Corporation.



               (3)  The number of directors of the
          Corporation shall be as from time to time
          fixed by, or in the manner provided in, the
          By-Laws of the Corporation.  Election of
          directors need not be by written ballot un-
          less the By-Laws so provide.

               (4)  No director shall be personally
          liable to the Corporation or any of its stock-
          holders for monetary damages for breach of
          fiduciary duty as a director, except for
          liability (i) for 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) pursuant to Section l74 of the GCL or
          (iv) for any transaction from which the di-
          rector derived an improper personal benefit. 
          Any alteration, amendment or repeal of this
          Article FIFTH by the stockholders of the
          Corporation shall not adversely affect any
          right or protection of a director of the
          Corporation existing at the time of such
          alteration, amendment or repeal with respect
          to acts or omissions occurring prior to such
          alteration, amendment or repeal.

               (5)  In addition to the powers and au-
          thority hereinbefore or by statute expressly
          conferred upon them, the directors are hereby
          empowered to exercise all such powers and do
          all such acts and things as may be exercised
          or done by the Corporation, subject, never-
          theless, to the provisions of the GCL, this
          Restated Certificate of Incorporation, and
          any By-Laws adopted by the stockholders;
          provided, however, that no By-Laws hereafter
          adopted by the stockholders shall invalidate
          any prior act of the directors which would
          have been valid if such By-Laws had not been
          adopted.

          SIXTH:  Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide.  The
books of the Corporation may be kept (subject to any provision
contained in the GCL) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.


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          SEVENTH:  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and all rights conferred upon
stockholders hereby are granted subject to this reservation.

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         IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed in its name and attested by its duly
authorized officers this 11th day of May, 1994.



                                   CONTAINER CORPORATION
                                     OF AMERICA


                                   By:  /s/ James E. Terrill  
                                      ------------------------
                                              President

ATTEST:



/s/ Craig Hunt
- ------------------------
  Assistant Secretary


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