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                                                                 EXHIBIT 3.4

                         CERTIFICATE OF INCORPORATION
                                       OF
                               NEW HEDSTROM CORP.
                           - A Delaware Corporation -

        FIRST:  Name.   The name of the Corporation is New Hedstrom Corp.

        SECOND: Registered Office and Registered Agent. The address of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, Delaware 19805. The name of its registered agent at such
address is Corporation Service Company, New Castle County.

        THIRD:  Purpose.  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 Delaware. The Corporation shall possess and may
exercise all the powers and privileges granted by the General Corporation Law
of the State of Delaware or by any other law or this Certificate of
Incorporation, together with any powers incidental thereto, so far as such
powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation set forth in the
preceding sentence hereof.

        FOURTH: Capital Stock.  The total number of shares of stock which the
Corporation shall have authority to issue is 100 shares of Common Stock, par
value $.10 per share.

        FIFTH:  Incorporator. The name and mailing address of the sole
incorporator of the Corporation are Barrett N. Pickett, c/o Richards & O'Neil,
885 Third Avenue, New York, New York 10022-4802.

        SIXTH:  Management of the Affairs of the Corporation. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:

        (1)     The election of directors may be conducted in any manner
   provided in the By-laws of the Corporation, and need not be by written 
   ballot.

        (2)     The Board of Directors shall have the power to make, adopt,
   alter, amend or repeal the By-laws of the Corporation.
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        SEVENTH: Liability of Directors. No director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for
breach of his 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 involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware or (iv) for any transaction
from which the director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended after the date hereof to
authorize corporate action further eliminating or limiting the liability of
directors, then the liability of each director of the Corporation shall
automatically be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended. Any repeal or
modification of the provisions of this Article SEVENTH shall not adversely
affect any right or protection of a director of the Corporation existing
pursuant to this Article SEVENTH at the time of such repeal or modification.

        THE UNDERSIGNED, being the sole incorporator of the Corporation, for
the purpose of forming a corporation under the laws of the State of Delaware,
does hereby sign this Certificate of Incorporation this 19th day of November, 
1990.



                                                INCORPORATOR:


                                                /s/ BARRETT N. PICKETT   
                                                ------------------------
                                                Barrett N. Pickett








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