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                                                                    EXHIBIT 3.32

                       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 Chief Financial

Officer, and attested to by Kelly L. MacMillan, its Treasurer, this 13th day of

January, 1999.

                                      LEXINGTON PRECISION CORPORATION

                                      By:    Dennis J. Welhouse
                                         -------------------------------
                                             Dennis J. Welhouse
                                             Senior Vice President
                                             and Chief Financial Officer

ATTEST:

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