AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              CRAIN HOLDINGS CORP.

                                 * * * * * * * *



     The name of the corporation (the  "Corporation") is Crain Industries,  Inc.
The Corporation was incorporated on July 26, 1995.

                                   ARTICLE I.

                                      NAME

     The name of the corporation (the "Corporation") is:

Crain Industries, Inc.

                                   ARTICLE II.

                          REGISTERED AGENT AND ADDRESS

     The  address  of its  registered  office  in the  State of  Delaware  is 32
Lockerman Square, Suite L-100, in the City of Dover, County of Kent. The name of
its registered agent at such address is The  Prentice-Hall  Corporation  System,
Inc.

                                  ARTICLE III.

                                    BUSINESS

     The nature of the  business or purposes to be  conducted or promoted by the
Corporation  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.
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                                   ARTICLE IV.

                               AUTHORIZED CAPITAL

     The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is 100 shares of Common Stock, $.01 par value per share.

                                   ARTICLE V.

                                     BY-LAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the by-laws of the Corporation may be made, altered,  amended or repealed by the
stockholders or by a majority of the entire board of directors.

                                   ARTICLE VI.

                              ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot.

                                  ARTICLE VII.

                         INDEMNIFICATION AND EXCULPATION

     The Corporation shall indemnify any person who was, is, or is threatened to
be made a party to a proceeding (as  hereinafter  defined) by reason of the fact
that he or she (i) is or was a director  or officer of the  Corporation  or (ii)
while a director or officer of the Corporation, is or was serving at the request
of the  Corporation  as a  director,  officer,  partner,  venturer,  proprietor,
trustee,  employee, agent, or similar functionary of another foreign or domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other  enterprise,  to the fullest extent  

                                      -2-

<PAGE>

permitted  under the General  Corporation  Law of the State of Delaware,  as the
same exists or may  hereafter be amended.  Such right shall be a contract  right
and as such shall run to the  benefit of any  director or officer who is elected
and accepts the position of director or officer of the  Corporation or elects to
continue to serve as a director or officer of the Corporation while this Article
VII is in  effect.  Any  repeal  or  amendment  of this  Article  VII  shall  be
prospective  only and shall not limit the rights of any such director or officer
or the obligations of the Corporation  with respect to any claim arising from or
related to the  services  of such  director  or officer in any of the  foregoing
capacities prior to any such repeal or amendment to this Article VII. Such right
shall  include  the right to be paid by the  Corporation  expenses  incurred  in
investigating  or  defending  any  such  proceeding  in  advance  of  its  final
disposition to the maximum extent permitted under the General Corporation Law of
the State of  Delaware,  as the same exists or may  hereafter  be amended.  If a
claim for  indemnification  or advancement of expenses  hereunder is not paid in
full by the  Corporation  within sixty (60) days after a written  claim has been
received by the Corporation,  the claimant may at any time thereafter bring suit
against  the  Corporation  to  recover  the unpaid  amount of the claim,  and if
successful in whole or in part,  the claimant  shall also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action
that such  indemnification  or advancement of costs of defense are not permitted
under the General  Corporation  Law of the State of 

                                      -3-

<PAGE>

Delaware,  but the burden of proving such defense  shall be on the  Corporation.
Neither the failure of the Corporation  (including its board of directors or any
committee thereof,  independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that  indemnification of,
or  advancement  of costs of defense  to, the  claimant  is  permissible  in the
circumstances  nor an actual  determination  by the  Corporation  (including its
board of directors or any  committee  thereof,  independent  legal  counsel,  or
stockholders) that such  indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such  indemnification or
advancement is not permissible. In the event of the death of any person having a
right of indemnification under the foregoing provisions,  such right shall inure
to the  benefit of his or her heirs,  executors,  administrators,  and  personal
representatives.  The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,  by-law,
resolution  of  stockholders  or  directors,   agreement,   or  otherwise.   

     The  Corporation  may  additionally  indemnify any employee or agent of the
Corporation  to the fullest  extent  permitted by law. 

     As used herein,  the term "proceeding"  means any threatened,  pending,  or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
arbitrative,  or  investigative,   any  appeal  in  such  an  action,  suit,  or
proceeding,  

                                      -4-

<PAGE>

and any inquiry or  investigation  that could lead to such an action,  suit,  or
proceeding.

                                  ARTICLE VIII.

                             LIMITATION ON LIABILITY

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or 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 knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derived
an improper  personal  benefit.  Any repeal or amendment of this Article VIII by
the  stockholders  of the Corporation  shall be prospective  only, and shall not
adversely  affect any limitation on the personal  liability of a director of the
Corporation  arising from an act or omission occurring prior to the time of such
repeal or amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions of
this Article  VIII,  a director  shall not be liable to the  Corporation  or its
stockholders  to such further extent as permitted by any law hereafter  enacted,
including without limitation any subsequent amendment to the General Corporation
Law of the State of Delaware.

                                      -5-

<PAGE>


     IN WITNESS WHEREOF,  the undersigned has executed this Amended and Restated
Certificate of Incorporation on this ___ day of December, 1997.

                                                     CRAIN HOLDINGS, INC.

                                                     By:  ______________________
                                                     Name:  George Karpinski
                                                     Title: Vice President