EXHIBIT 3.1xx


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 05/19/1995
                                                          950111898 - 2506818

                          CERTIFICATE OF INCORPORATION

                                       OF

                        UNIROYAL CHEMICAL EXPORT LIMITED

        FIRST: The name of the Corporation is Uniroyal Chemical Export 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 1000 shares of Common Stock, each having a par value
of $.01 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 following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

        (1) The business and affairs of the Corporation shall be managed by or
    under the direction of the Board of Directors.

        (2) The directors shall have concurrent power with the stockholders to
    make, alter,



    amend, change, add to or repeal the By-Laws of the Corporation.

        (3) The number of directors of the Corporation shall be as from time to
    time fixed by, or in the manner provided in, the By-Laws of the Corporation.
    Election of directors need not be by written ballot unless the By-Laws so
    provide.

        (4) 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 SIXTH 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.

        (5) In addition to the powers and authority hereinbefore or by statute
    expressly conferred upon them, the directors are hereby empowered to
    exercise all such powers and do all such acts and things as may be exercised
    or done by the Corporation, subject, nevertheless, to the provisions of the
    GCL, this Certificate of Incorporation, and any By-Laws adopted by the
    stockholders; provided, however, that no By-Laws hereafter adopted by the
    stockholders shall invalidate any prior act of the directors which would
    have been valid if such By-Laws had not been adopted.

        SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the GCL) outside

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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.

        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
19th day of May, 1995.

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

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