AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                      OF

                            ANDERSON INDUSTRIES, INC.

                                  ARTICLE ONE

     The name of the corporation is Anderson Industries, Inc.

                                  ARTICLE TWO

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

                                 ARTICLE THREE

   The nature of the business or purposes to be conducted or promoted 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.

                                 ARTICLE FOUR

     The total number of shares of stock which the corporation has authority
to issue is one thousand (1,000) shares of Common Stock, with a par value of
$0.01 per share.

                                 ARTICLE FIVE

     The corporation is to have perpetual existence.

                                  ARTICLE SIX

     In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make,
alter or repeal the by-laws of the corporation.

                                 ARTICLE SEVEN

     Meetings of the stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide.  The books of the
corporation



may be kept 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.  Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.

                               ARTICLE EIGHT

     To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director
of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a
director.  Any repeal or modification of this ARTICLE EIGHT shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

                                ARTICLE NINE

     The corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                                ARTICLE TEN

     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 herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.