CERTIFICATE OF MERGER

                                       OF

                            MILLENNIUM AMERICA INC.
                            (a Delaware corporation)

                                      INTO

                              HANSON AMERICA INC.
                            (a Delaware corporation)

                            Under Section 251 of the
                           General Corporation Law of
                             The State of Delaware
 
     Pursuant  to Section 251(c) of the General  Corporation Law of the State of
Delaware, HANSON  AMERICA INC.,  a Delaware  corporation, hereby  certifies  the
following  information  relating to  the merger  of  MILLENNIUM AMERICA  INC., a
Delaware corporation, with and into HANSON AMERICA INC. (the 'Merger').
 
     1. The  names  and states  of  incorporation  of HANSON  AMERICA  INC.  and
MILLENNIUM  AMERICA INC., which are the  constituent corporations in this Merger
(the 'Constituent Corporations'), are:
 


                       NAME                             STATE
                     -------                          ---------
 
                                                   
MILLENNIUM AMERICA INC.                               Delaware
HANSON AMERICA INC.                                   Delaware

 
     2. The Agreement and Plan  of Merger, dated as  of September 30, 1996  (the
'Merger Agreement'), among HANSON
 


AMERICA INC. and MILLENNIUM AMERICA INC., setting forth the terms and conditions
of  the Merger, has been approved, adopted, certified, executed and acknowledged
by each of the corporations party to the Merger Agreement in accordance with the
provisions of Section  251(c) of  the General Corporation  Law of  the State  of
Delaware.
 
     3.  The name of the corporation surviving the Merger is HANSON AMERICA INC.
(the 'Surviving Corporation').
 
     4. Pursuant to the  Merger Agreement, the  Certificate of Incorporation  of
HANSON  AMERICA INC. shall be the  Certificate of Incorporation of the Surviving
Corporation, except that the  Certificate of Incorporation  shall be amended  by
changing  Article 1 thereof so that, as  amended, said Article shall be and read
as follows:
 
          '1. The name of the corporation is
 
                            MILLENNIUM AMERICA INC.'
 
     5. The  executed Merger  Agreement is  on file  at the  principal place  of
business of the Surviving Corporation, which is located at 99 Wood Avenue South,
Iselin, New Jersey 08830.
 
     6.  A  copy of  the Merger  Agreement  will be  furnished by  the Surviving
Corporation, on request and  without cost, to any  stockholder of either of  the
Constituent Corporations.
 
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     7.  The Merger shall become  effective on October 1,  1996, as specified in
the Merger Agreement.
 
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     IN WITNESS WHEREOF, this Certificate of Merger has been executed as of  the
30th day of September, 1996.
 
                                          HANSON AMERICA INC.
 
                                          By: /s/  GEORGE H. HEMPSTEAD, III
                                             -----------------------------------
                                            George H. Hempstead, III
                                            Senior Vice President
 
ATTEST:
 
 /s/      C. WILLIAM CARMEAN
- --------------------------------------
C. William Carmean
Assistant Secretary
 
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