EXHIBIT 3.3


                          CERTIFICATE OF INCORPORATION

                                       OF

                          GENERAL CHEMICAL CORPORATION



        FIRST: The name of the Corporation is General Chemical Corporation
(hereinafter the 'Corporation').

        SECOND: The address of the registered office of the Corporation 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 that
address is THE CORPORATION TRUST COMPANY.

        THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
'GCL').

        FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is One Thousand (1000) shares of Common Stock, each
having a par value of one penny ($.01).

        FIFTH: The name and mailing address of the Sole Incorporator is as
follows:




             Name                          Mailing Address
             ----                          ---------------
                                 
                                      CORPORATION SERVICE COMPANY
      Jacqueline N. Casper                4305 Lancaster Pike
                                          Wilmington, DE 19805



        SIXTH: 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 regulation 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 unless the By-Laws so
provide.

        (4) In addition to the powers and authority 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, nevertheless, to the provisions of the GCL, this
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.

        SEVENTH: 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.

        EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of







        the GCL or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of the GCL, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

        NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein granted subject to this reservation.

        I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is may act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
27th day of December, A.D., 1985.


                                    JACQUELINE N. CASPER
                                    -------------------------
                                    Jacqueline N. Casper
                                    Incorporator