EXHIBIT 3.1PP

                                                     STATE OF DELAWARE
                                                     SECRETARY OF STATE
                                                  DIVISION OF CORPORATIONS
                                                  FILED 12:05PM 07/12/1995
                                                    950 155433 - 2523863




                         CERTIFICATION OF INCORPORATION

                                       OF

                       UNIROYAL CHEMICAL COMPANY LIMITED

         FIRST: The name of the Corporation is Uniroyal Chemical Company Limited
(hereinafter the "Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100,000 shares of Common Stock, each having a par
value of $100 per share.

         FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

     Name                               Address
     ----                               -------

Deborah M. Reusch                       P.O. Box 636
                                        Wilmington, DE 19899


         SIXTH: The powers of the Sole Incorporator shall terminate upon the
filing of this Certificate of Incorporation with the Secretary of State of the
State of Delaware, and the name and addresses of the persons to serve as
directors thereafter are as follows: Robert J. Mazaika and Ira J. Krakower, both
located at Uniroyal Chemical Company, Inc., Benson Road, Middlebury, Connecticut
06749.



         SEVENTH: No director shall be personally liable to the Corporation or
any of 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 involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit. Any repeal or
modification of this Article SEVENTH by the stockholders of the corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.

         EIGHTH: 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 by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
11th day of July, 1995.



                                                  /s/ Deborah M. Reusch
                                              ----------------------------
                                                    Deborah M. Reusch
                                                    Sole Incorporator