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                       CERTIFICATE OF RETIREMENT OF STOCK

                 LEXINGTON PRECISION CORPORATION, a corporation organized and
existing under the General Corporation Law of the State of Delaware ("the
Corporation") ,

 DOES HEREBY CERTIFY:


                 FIRST:   That the Corporation acquired an aggregate of Four
Hundred Fifty (450) shares of the Corporation's $4 - $8 Cumulative Convertible
Preferred Stock, Series B, par value $100 per share, which shares had capital
applied in connection with their acquisition and which shares upon their
acquisition became retired shares.

                 SECOND:  That the Restated Certificate of Incorporation of the
Corporation prohibits the reissue of the shares of $4 - $8 Cumulative
Convertible Preferred Stock, Series B, when so retired; and pursuant to the
provisions of Section 243 of the General Corporation Law of the State of
Delaware, upon the effective date of the filing of this certificate as therein
provided, the Restated Certificate of Incorporation of the Corporation shall be
amended so as to effect a reduction in the authorized number of shares of the
$4 - $8 Cumulative Convertible Preferred Stock, Series B, to the extent of Four
Hundred Fifty (450) shares, being the total number of shares retired with a par
value of $100 per share, and an aggregate par value of $45,000.

                 IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Dennis J. Welhouse, its Senior Vice President and
Assistant Secretary, and attested to by Kelly L. MacMillan, its Assistant
Treasurer, this 6th day of January, 1995.


                                     LEXINGTON PRECISION CORPORATION


                                         By: Dennis J. Welhouse
                                             -----------------------------------
                                             Dennis J. Welhouse
                                             Senior Vice President and Assistant
                                              Secretary

ATTEST:


By: Kelly L. MacMillan
    ----------------------------
    Kelly L. MacMillan
    Assistant Treasurer