EXHIBIT 3.3

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            Carson Products Company


          This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 245 and 242 of the General Corporation Law of the State
of Delaware.  The original certificate of incorporation of the corporation was
filed with the Secretary of State of Delaware on March 20, 1990 under the name
"Aminco, Inc."  This Restated Certificate of Incorporation restates, integrates
and further amends the Certificate of Incorporation to read in its entirety as
follows:

          FIRST:  The name of the corporation is Carson Products Company.

          SECOND:  The address of the corporation's registered office in the
State of Delaware is the Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, County of New Castle.  The name of its registered
agent at such address is The Corporation Trust Company.

          THIRD:  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

          FOURTH:  The total number of shares of stock which the corporation
shall have authority to issue is one hundred (100) shares, of which one hundred
(100) shares shall all be shares of common stock, the par value of which shall
be one cent (.01) per share.

          FIFTH:  A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any 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 intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.  No repeal or modification of this Article FIFTH shall apply
to or have any effect on the liability or alleged liability or any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such repeal or modification.

          SIXTH:  The directors shall have power to make, alter or repeal by-
laws, except as may otherwise be provided in the by-laws.

          SEVENTH:  Elections of directors need not be by written ballot, except
as may otherwise be provided in the by-laws.


                                      -2-
 
          IN WITNESS WHEREOF, Carson Products Company has caused this
certificate to be signed by its Executive Vice President, this 23rd day of
August, 1995.



                                 /s/ Bradford Creswell
                                 --------------------------------
                                 Bradford Creswell
                                 Executive Vice President