EXHIBIT 3.2.6

                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                         WKI LATIN AMERICA HOLDING, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

     THIS  AMENDED  AND  RESTATED  LIMITED  LIABILITY  COMPANY  AGREEMENT  (this
"Agreement"),  which amends and restates the limited liability company agreement
of  the  Company  dated  March  22, 2000 (the "Original Agreement"), is made and
entered  into this 30th day of January, 2003, by and between the Company and the
Sole  Member.  In  consideration  of  the  mutual  covenants  contained  in this
Agreement and for other good and valuable consideration, the Sole Member and the
Company  (and  each  person  subsequently  becoming  a Member) agree as follows:

                                    ARTICLE I
                                    ---------

                                    FORMATION
                                    ---------

     1.1     Formation.  WKI  LATIN  AMERICA  HOLDING,  LLC,  a Delaware limited
             ---------
liability  company  (the  "Company")  was  formed  by  filing its Certificate of
Formation  (the "Certificate") with the Delaware Secretary of State on March 22,
2000,  pursuant to and in accordance with the Delaware Limited Liability Company
Act  (the  "Act").  The  sole member of the Company shall be World Kitchen, Inc.
(the  "Sole  Member").  In  the  event of any conflict between the provisions of
this  Agreement  and  the  provisions  of the Certificate, the provisions of the
Certificate  shall  govern.

     1.2     Name.  The  name  of the Company is WKI LATIN AMERICA HOLDING, LLC.
             ----
All  business  of  the Company shall be conducted in the name of the Company and
the  Company  shall hold all of its assets in its own name.  The Sole Member may
change  the  name  of  the  Company.

     1.3     Principal  Place  of  Business.  The principal place of business of
             ------------------------------
the  Company  shall  be  One  Pyrex Place, Elmira, New York 14902.  The Board of
Managers  may  change  the  principal  place of business of the Company, and may
establish  additional  places of business of the Company both within and without
the  State  of  Delaware.

     1.4     Registered  Agent  and Registered Office.  The registered agent and
             ----------------------------------------
registered  office  of  the  Company  in Delaware shall be The Corporation Trust
Company,  Corporation  Trust  Center,  1209 Orange Street, Wilmington, Delaware.
The  Board  of Managers may change the registered agent and/or registered office
of  the  Company  at  any  time.

     1.5     Purpose.  The  Company is formed for the purpose of engaging in any
             -------
business  for  which  a  limited liability company may be formed pursuant to the
Act.


<PAGE>
     1.6     Term.  The  term  of  the  Company  shall  commence on the date the
             ----
Certificate  was  filed  with the Delaware Secretary of State and shall continue
until  the  Company  is  dissolved  and liquidated pursuant to the terms of this
Agreement  or  of  the  Act.

                                   ARTICLE II
                                   ----------

                                  TAX TREATMENT
                                  -------------

     The  Company  shall  be  treated  as  a division of the Sole Member for tax
purposes unless and until at least one additional Member is added in which event
the  Company  shall  thereafter  be  treated  as a partnership for tax purposes.

                                   ARTICLE III
                                   -----------

                              CAPITAL CONTRIBUTIONS
                              ---------------------

     Each member's interest in the Company shall be identified and held as units
of  membership  interests  of  the  Company  ("Units").  The Company shall issue
certificates  for  such Units to each member of the Company in a form determined
by  the  Company, and such Units shall be "securities," as defined in Article 8,
Section  8-102(a)(15) of the Uniform Commercial Code as adopted and in effect in
the  State  of  Delaware, and shall be governed by such Article in all respects.
Upon  execution  of  the Original Agreement, World Kitchen, Inc. contributed the
cash  and/or  property set forth on Schedule A, attached hereto, in exchange for
                                    ----------
one  hundred  Units,  constituting  one hundred percent (100%) of the membership
interests  in  the  Company,  and  was  admitted  as  the  Sole  Member.

     In  the event that the Board of Managers determine, in its sole discretion,
that  the  Company  requires additional capital to fund its operations, the Sole
Member  may  make additional capital contributions to the Company or the Company
may  borrow  such capital from any person or persons, including the Sole Member,
but  in  no  event  shall the Sole Member be required to make additional capital
contributions  to  the  Company,  to  loan money to the Company, or to cause the
Company  to  borrow  money  from  any  other  person.

                                   ARTICLE IV
                                   ----------

                                  DISTRIBUTIONS
                                  -------------

     Interim distributions from the Company shall be payable at the times and in
the  amounts  determined  by  the  Board  of  Managers  in  its sole discretion,
provided,  however,  that  such  distributions  are  not  prohibited by the Act.

                                    ARTICLE V
                                    ---------

                                   ALLOCATIONS
                                   -----------

     Except as may be required by the Internal Revenue Code of 1986, as amended,
or  the  provisions  of any successor statute (the "Code"), all items of income,
gain,  loss,  deduction and credit of the company shall be allocated to the Sole
Member.


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<PAGE>
                                   ARTICLE VI
                                   ----------

                                   MANAGEMENT
                                   ----------

     6.1     Management.  The  business  of  the Company shall be managed by the
             ----------
Board  of  Managers  (each individual of such Board a "Manager" and collectively
the  "Managers"),  as  set  forth  in  Schedule B, and to be elected by the Sole
Member,  from  time  to  time.

     Except  as  otherwise expressly provided in this Agreement, the Company and
its  business shall be managed, controlled and operated exclusively by the Board
of  Managers,  who  shall be the "managers" of the Company within the meaning of
the Act and shall have all of the powers and authority in respect of the Company
permitted to managers under the Act.  Except as otherwise expressly set forth in
this  Agreement  the Sole Member shall not have any authority, right or power to
bind  the  Company, or to manage or control, or to participate in the management
or control of, the business and affairs of the Company in any manner whatsoever.
Such  management  shall in every respect be the full and complete responsibility
of  the  Board  of  Managers  alone  as  provided  in  this  Agreement.

     6.2     No  Required  Meetings.  The  Sole  Member shall not be required to
             ----------------------
     hold or conduct any meetings at any time.

     6.3     Liability  of  Sole  Member.  Unless  otherwise  provided by law or
             ---------------------------
expressly  assumed,  the  Sole Member shall not be liable for the acts, debts or
liabilities  of  the  Company.

     6.4     Removal  or  Resignation of a Member of the Board of Managers.  The
             -------------------------------------------------------------
Sole  Member may remove any member of the Board of Managers at any time, with or
without  cause.  A  member  of the Board of Managers may resign at any time upon
giving  written  notice to the Sole Member.  Such resignation shall be effective
as  of  the date of such notice unless a later date is specified in such notice.
In  the  event  of the removal, resignation or death or a member of the Board of
Managers,  the  Sole  Member shall have authority to appoint a new member of the
Board  of  Managers.

     6.5     Regular Meetings.  Regular meetings of the Board of Managers may be
             ----------------
held without notice at such time and at such place as shall from time to time be
determined  by  resolution  of  the  Board  of  Managers.

     6.6     Special Meetings.  Special meetings of the Board of Managers may be
             ----------------
called  by  or  at  the  request of any two (2) Managers.  The person or persons
authorized  to  call special meetings of the Board of Managers may fix any place
as  the place for holding any special meeting of the Board of Managers called by
them.

     6.7     Notice.  Notice  of  any  special  meeting of the Board of Managers
             ------
shall be given at least two (2) days prior to the date thereof by written notice
delivered  personally  or mailed to each Manager at his or her business address,
or by telegram or facsimile transmission. If mailed, such notice shall be deemed
to  be  delivered  when  in  the  United States mail, so addressed, with postage
thereon prepaid. Any Manager many waive notice of any meeting. The attendance of
a  Manager  at  a  meeting  shall constitute a waiver of notice of such meeting,
except  where  a Managers attends a meeting for the express purpose of objecting
to  the transaction of any business because the meeting has not been (or has not
allegedly  been)  lawfully  called  or


                                        3
<PAGE>
convened.  Neither  the  business  to  be transacted at, nor the purpose of, any
regular  or  special  meeting  of the Board of Managers need be specified in the
notice  or  waiver  of  notice  of  such  meeting.

     6.8     Quorum for Meetings of the Board of Managers.  A majority-in-number
             --------------------------------------------
of  the  Board of Managers shall constitute a quorum at any meeting of the Board
of Managers for the transaction of business, and the act of a majority-in-number
of  the  Managers present at any meeting at which there is a quorum shall be the
act  of  the Board of Managers, except as may otherwise be specifically provided
by  statute.  If  a  quorum  shall not be present at any meeting of the Board of
Managers,  a  majority of the Managers present may adjourn the meeting from time
to  time  without  further  notice.

     6.9     Written  Action  Without a Meeting; Telephone Meetings.  Any action
             ------------------------------------------------------
required  or  permitted to be taken by the Managers at a meeting of the Board of
Managers  may  be taken without a meeting if a consent in writing, setting forth
the  action  so  taken,  is  provided  by  all  of  the  Managers.  Managers may
participate  in  any  meetings of the Board of Managers by means of a conference
telephone  or  similar  communications  equipment  by means of which all persons
participating  in  the  meeting  can  hear  each  other  at  the  same  time and
participation  by  such  means shall constitute presence in person at a meeting.

     6.10     Presumption  of  Assent.  A Manager who is present at a meeting of
         -----------------------
the Board of Managers at which action on behalf of the Company is taken shall be
presumed  to  have  assented  to  the  action taken unless his or her dissent is
entered  into  the  minutes  of the meeting or unless he or she files his or her
written  dissent  by registered mail to the Secretary of the Company immediately
after  the adjournment of the meeting. The right to dissent shall not apply to a
Manager  who  voted  in  favor  of  such  action.

                                   ARTICLE VII
                                   -----------

                         TRANSFER OF MEMBERSHIP INTEREST
                         -------------------------------
     The  Sole Member may transfer all or any part of its membership interest in
the  Company  to  any  person  at any time.  The membership interest of the Sole
Member  in  the  Company  shall  be  freely  transferable.

                                  ARTICLE VIII
                                  ------------

                           BOOKS, RECORDS, TAX MATTERS
                           ---------------------------

     8.1     Required  Books  and  Records.  The Company shall maintain complete
             -----------------------------
and accurate books and records of the Company's business and affairs as required
by  the  Act and such books and records shall be kept at the Company's principal
place of business and shall in all respects be independent of the books, records
and transactions of the Sole Member.  The calendar year shall be the fiscal year
of  the  Company  for  tax  and  accounting  purposes.

     8.2     Inspection.  The  Sole  Member  shall have the right to inspect the
             ----------
books  and  records  of  the  Company  at  any  time.


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<PAGE>
     8.3     Tax  Matters  Partner.  The  Board  of  Managers  shall  be the Tax
             ---------------------
Matters  Partner  of  the  Company  within  the  meaning  of Section 6223 of the
Internal  Revenue  Code  of  1986,  as  amended.

     8.4     Other Matters.  On or before the 90th day following the end of each
             -------------
fiscal  year  during  the  term of the Company, the Company shall furnish to the
Sole  Member  such  information  as  the Sole Member may require for its federal
(and, where applicable, state) income tax reporting, including, if applicable, a
Form  K-1  or  its  equivalent.

                                   ARTICLE IX
                                   ----------

                          LIABILITY AND INDEMNIFICATION
                          -----------------------------

     9.1     Certain  Definitions.
             --------------------

            (a)   "Indemnified Person" shall mean:  (i) each Member and Manager,
and  (ii)  each  equityholder,  member, manager, officer, employee or agent of a
person described in the preceding clause (i).  In addition, "Indemnified Person"
shall also include any employee or agent of the Company to the extent determined
by  the  Board  of  Managers  in their reasonable discretion.  A person that has
ceased  to  hold  a  position  that  previously  qualified  such  person  as  an
Indemnified  Person  shall  be  deemed to continue as an Indemnified Person with
regard  to  all  matters arising or attributable to the period during which such
person  held  such  position.

            (b)   "Material  Misconduct"  shall  mean,  with  respect  to  an
Indemnified  Person,  gross  negligence,  willful  and  material  breach of this
Agreement,  fraud, or the commission of a felony (except in the case of a felony
where the Indemnified Person reasonably believed that no such felony would occur
in  consequence of such Indemnified Person's action or inaction, as the case may
be).  For purposes of the preceding sentence: (i) an Indemnified Person shall be
deemed  to  have  acted  in good faith and without negligence with regard to any
action or inaction that is taken in accordance with the advice or opinion of any
attorney,  accountant  or  other  expert  advisor  so  long  as such advisor was
selected  with  reasonable  care  and  the  Indemnified Person made a good faith
effort  to  inform  such  advisor  of  all the facts pertinent to such advice or
opinion;  and  (ii) an Indemnified Person's reliance upon the truth and accuracy
of  any  written  statement,  representation  or warranty of a Member or Manager
shall  be  deemed  to  have  been  reasonable  and  in  good  faith  absent such
Indemnified  Person's  actual  knowledge  that such statement, representation or
warranty  was  not,  in  fact,  true  and  accurate.

     9.2     Liability.  Except  as  otherwise  specifically  provided  in  this
             ---------
Agreement,  no  Indemnified  Person shall be personally liable for the return of
any  contributions  made  to  the  capital  of the Company by the Members or the
distribution  of  capital  account balances.  Except to the extent that Material
Misconduct  on  the  part  of an Indemnified Person shall have given rise to the
matter  at  issue, such Indemnified Person shall not be liable to the Company or
the  Members for any Act or omission concerning the Company.  Without limitation
on  the  preceding  sentence,  except to the extent that such action constitutes
Material Misconduct, an Indemnified Person shall not be liable to the Company or
to  any  Member  in  consequence  of  voting  for,  approving,  or  otherwise
participating in the making of a distribution by the Company pursuant to Article
IV  or Article X.  An Indemnified Person shall not be liable to the Company, the
Managers,  or  the  Members for losses due to the acts or omissions of any other
person  serving  as


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<PAGE>
an  independent  contractor,  employee or other agent of the Company unless such
Indemnified Person was or should have been directly involved with the selection,
engagement  or  supervision  of such person and the actions or omissions of such
Indemnified  Person  in  connection  therewith  constituted Material Misconduct.

     9.3     Indemnification.
             ---------------

            (a)   Except  to  the extent that Material Misconduct on the part of
an  Indemnified Person shall have given rise to the matter at issue, the Company
shall  indemnify  and hold such Indemnified Person harmless from and against any
loss, expense, damage or injury suffered or sustained by such Indemnified Person
by  reason of any actual or threatened claim, demand, action, suit or proceeding
(civil,  criminal,  administrative  or  investigative) in which such Indemnified
Person  may  be  involved,  as  a party or otherwise, by reason of its actual or
alleged  management  of,  or  involvement  in, the affairs of the Company.  This
indemnification  shall  include, but not be limited to:  (i) payment as incurred
of  reasonable  attorneys  fees  and  other  out-of-pocket  expenses incurred in
investigating  or settling any claim or threatened action (where, in the case of
a settlement, such settlement is approved by the Board of Managers), or incurred
in  preparing for, or conducting a defense pursuant to, any proceeding up to and
including a final non-appealable adjudication; (ii) payment of fines, damages or
similar  amounts required to be paid by an Indemnified Person; and (iii) removal
of  liens affecting the property of an Indemnified Person.  The total obligation
of  the  Company  to  all  Indemnified  Persons  under this Section 9.3 shall be
limited  to  the  assets  of  the  Company.

            (b)   Indemnification  payments  shall  be  made  pursuant  to  this
Section  9.3  only  to the extent that the Indemnified Person is not entitled to
receive  (or  will  not  in any event receive) from another third party equal or
greater indemnification payments in respect of the same loss, expense, damage or
injury.  In  the  event,  however,  that the Board of Managers determine that an
Indemnified  Person  would  be entitled to receive indemnification payments from
the  Company  but  for  the  operation  of  the preceding sentence, the Board of
Managers  may  cause  the  Company  to  advance  indemnification payments to the
Indemnified  Person  (with  repayment  of  such  advance  to  be  secured by the
Indemnified  Person's  right  to  receive  indemnification  payments  from  the
applicable  third  party).

            (c)   As  a  condition  to  receiving  an  indemnification  payment
pursuant to this Section 9.3, an Indemnified Person shall execute an undertaking
in form and substance acceptable to the Board of Managers providing that, in the
event it is subsequently determined that such person was not entitled to receive
such  payment  (whether  by  virtue  of  such  person's  Material  Misconduct or
otherwise),  such  person shall return such payment to the Company promptly upon
demand  therefor  by  any  Manager  or  Member.

            (d)   Notwithstanding  the foregoing provisions of this Section 9.3,
the Company shall be under no obligation to indemnify an Indemnified Person from
and  against any reduction in the value of such person's interest in the Company
that  is  attributable  to losses, expenses, damages or injuries suffered by the
Company  or  to  any  other  decline  in  the  value  of  the  Company's assets.


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<PAGE>
            (e)   The  indemnification provided by this Section 9.3 shall not be
deemed  to  be exclusive of any other rights to which any Indemnified Person may
be  entitled  under  any  agreement, as a matter of law, in equity or otherwise.

                                    ARTICLE X
                                    ---------

                                   DISSOLUTION
                                   -----------

     10.1     Events  of  Dissolution.  The  Company shall dissolve (i) upon the
              -----------------------
written  election  of  the  Sole  Member;  or (ii) upon the entry of a decree of
judicial  dissolution  of  the  Company.

     10.2     Winding  Up.  In  the  event of the dissolution of the Company for
              -----------
any  reason,  the Board of Managers shall commence to wind up the affairs of the
Company  and  to  liquidate  its investments in an orderly manner.  The Board of
Managers  shall  have full right and unlimited discretion to determine the time,
manner  and  terms  of  any  sale  or  sales  of Company assets pursuant to such
liquidation  having  due  regard  to  the activity and condition of the relevant
market  and  general  financial  and  economic  conditions.

     10.3     Allocation  and  Distribution  of Proceeds.  Following the payment
              ------------------------------------------
of,  or provision for, all debts and liabilities of the Company and all expenses
of liquidation, and subject to the right of the Board of Managers to set up such
cash  reserves  as  it  may  deem  reasonably  necessary  for  any contingent or
unforeseen  liabilities  or  obligations  of  the  Company,  the proceeds of the
liquidation and any other funds or assets of the Company shall be distributed to
the  Sole  Member.

     10.4     Articles  of  Dissolution.  On  completion  of the distribution of
              -------------------------
Company  assets  as provided herein, the Company is terminated, and the Board of
Managers  (or  such  other  person  or persons as the Act may require or permit)
shall  file  Articles of Dissolution with the Secretary of State of Delaware and
shall  take  such  other  actions  as may be necessary to terminate the Company.

                                   ARTICLE XI
                                   ----------

     11.1     Amendment.  This Agreement may be amended at any time by a written
              ---------
document  executed  by  the  Sole  Member.

     11.2     Governing Law; Severability.  This Agreement and the rights of the
              ---------------------------
parties  hereunder  shall  be governed by and interpreted in accordance with the
laws  of  the State of Delaware excluding any conflict of laws rule or principle
that  might refer to the governance or the construction of this Agreement to the
law  of  another  jurisdiction.

     11.3     Liability  of  the  Sole  Member.  Except as otherwise provided by
              --------------------------------
applicable  law oral expressly agreed to in writing by the Sole Member, the Sole
Member shall not have any person liability whatsoever, whether to the Company or
to  the  creditors  of the Company, for the actions, debts or liabilities of the
Company  or any of its losses beyond the amount committed by such Sole Member to
the  Capital  of  the  Company.


                                        7
<PAGE>
     11.4     Third  Party  Beneficiaries.  Except  for  the  indemnification
              ---------------------------
provided  to an Indemnified Person pursuant to Article IX hereof, the provisions
of  this Agreement are not intended to be for the benefit of any creditor or any
other  person  (other  than  the  Sole Member) to whom any debts, liabilities or
obligations  are  owed by (or who otherwise has a claim against), the Company or
the  Sole  Member,  and no such creditor or other person shall obtain any rights
under  such  provisions  or shall by reason of such provisions make any claim in
respect of any of the aforesaid debts, liabilities or obligations (or otherwise)
against  the  Company  or  the  Sole  Member.

     11.5     Binding Effect.  Except as herein otherwise specifically provided,
              --------------
the  Agreement shall be binding upon and inure to the benefit of the Sole Member
and  its legal representatives, heirs, administrators, executors, successors and
assigns.

     11.6     Entire Agreement.  This Agreement constitutes the entire agreement
              ----------------
with respect to the subject matter hereof.  It supersedes any prior agreement or
understandings,  and  it may not be modified or amended in any manner other than
as  set  forth  herein.

     11.7     Captions.  Captions  contained in this Agreement are inserted only
              --------
as  a  matter  of convenience and in no way define, limit or extend the scope of
any  provision  hereof.

     11.8     Gender  and  Number.  Wherever  from  the  context  it  appears
              -------------------
appropriate, each term stated in either the singular or the plural shall include
the  singular  and  the  plural, and pronouns state in either the masculine, the
feminine  or the neuter gender shall include the masculine, feminine and neuter.

     11.9     Severance.  If any provision of this Agreement, or the application
              ---------
of  such  provision  to  any  person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provisions to persons or
circumstances  other  than  those  to  which  it  is  held invalid, shall not be
affected  thereby.

     11.10     Other  Activities.  The  Sole  Member  may  have  other  business
               -----------------
interests  and  may  engage in other activities in addition to those relating to
the  Company,  including,  without  limitation,  acting  as  a manager for other
limited  liability  companies,  or  as  a general partner for partnerships.  The
Company  shall not have any right by virtue of this Agreement or otherwise in or
to  such  other  ventures  or  activities of the Sole Member or to the income or
proceeds derived therefrom, and the pursuit of such ventures shall not be deemed
wrongful  or  improper.

     11.11     Transactions  with  Affiliates.  The validity of any transaction,
               ------------------------------
agreement  or  payment involving the Company and the Sole Member or the Board of
Managers  or  involving  the Company and any affiliate of the Sole Member or the
Board of Managers, otherwise permitted by the terms of this Agreement, shall not
be  affected  by  reason  of  the  relationship between the Company and the Sole
Member  or Board of Managers and/or the Affiliate of the Sole Member or Board of
Managers,  as  the  case  may  be.


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<PAGE>
This Agreement is executed as of the first date written above.

                                        THE COMPANY:

                                        By:  /s/ Raymond J. Kulla
                                            Raymond J. Kulla, its Manager


                                        THE SOLE MEMBER:

                                        WORLD KITCHEN, INC.


                                        By:  /s/ Raymond J. Kulla
                                        Printed Name:  Raymond J. Kulla
                                        Title:  Vice President and Secretary


                                        9
<PAGE>
                                   SCHEDULE A


      DESCRIPTION OF CONTRIBUTED                AGREED VALUE OF CONTRIBUTED
              PROPERTY                                   PROPERTY
----------------------------------------  --------------------------------------
     One participation interest of
        WKM, S. de R.L. de C.V.                           $1.00 (Mex)
----------------------------------------  --------------------------------------
     One participation interest of
World Kitchen Mexico, S. de R.L. de C.V.                  $1.00 (Mex)
----------------------------------------  --------------------------------------


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<PAGE>
                                   SCHEDULE B

                         WKI LATIN AMERICA HOLDING, LLC
                                BOARD OF MANAGERS

                                RAYMOND J. KULLA



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