EXHIBIT 3.1.4

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              EKCO HOUSEWARES, INC.

     EKCO Housewares, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

     I.     The name of the corporation is "EKCO Housewares, Inc."  The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on August 24, 1984.

     II.     The text of the Certificate of Incorporation is hereby amended and
restated to read as herein set forth in full:

     FIRST:  The name of the corporation is:

               EKCO Housewares, Inc.

     SECOND:  The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801.  The name of the Corporation's
registered agent at such address is The Corporation Trust Company.

     THIRD:  The purpose of 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.

     FOURTH:  The total number of shares which the Corporation shall have
authority to issue is 1,000 shares of common stock, par value $.01 per share
(the "Common Stock").  The holders of Common Stock will be entitled to one vote
each on each matter submitted to a vote at a meeting of stockholders for each
share of Common Stock held of record by such holder as of the record date for
such meeting.

     FIFTH:  The Corporation will not issue nonvoting capital stock to the
extent prohibited by Section 1123 of Title 11 of the United States Code as in
effect on the effective date of the Second Amended Joint Plan of Reorganization
of World Kitchen, Inc., its Parent Corporation and its Subsidiary Debtors, dated
November 15, 2002 (the "Bankruptcy Code"); provided, however, that this Article
                                           --------  -------
FIFTH (a) will have no further force and effect beyond that required under
Section 1123 of the Bankruptcy Code, (b) will have such force and effect, if
any, only for so long as Section 1123 is in effect and applicable to the
Corporation, and (c) in all events may be amended or eliminated in accordance
with applicable law as from time to time in effect.

     SIXTH:  The Board of Directors of the Corporation (the "Board") may make,
amend and repeal the bylaws of the Corporation (the "Bylaws").  Any Bylaw made
by the Board under the powers conferred hereby may be amended or repealed by the
Board (except as specified in any


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such Bylaw so made or amended) or by the stockholders in the manner provided in
the Bylaws. The Corporation may in its Bylaws confer powers upon the Board in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board by applicable law.

     SEVENTH:  Any action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
Common Stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

     EIGHTH:  The number of Directors of the Corporation will not be less than
one nor more than three and will be fixed from time to time in the manner
provided in the Bylaws.  The members of the Board shall be elected annually at
the annual meeting of the stockholders of the Corporation, except as provided in
the Bylaws.  In the event of the failure to elect members of the Board at an
annual meeting of the stockholders of the Corporation, then Directors may be
elected at any regular or special meeting of the stockholders entitled to vote
for election of Directors, provided that notice of such meeting shall contain
mention of the purpose.  Election of Directors need not be by written ballot.

     NINTH:  To the full extent permitted by the Delaware General Corporation
Law or any other applicable law currently or hereafter in effect, no Director of
the Corporation will be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a Director of the Corporation.  Any repeal or modification of this
Article NINTH will not adversely affect any right or protection of a Director of
the Corporation existing prior to such repeal or modification.

     III.     This Amended and Restated Certificate of Incorporation of EKCO
Housewares, Inc. shall become effective as of 12:00 p.m., Eastern Time, on
January 31, 2003.

     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation,
which restates, integrates and amends the provisions of the certificate of
incorporation of the Corporation, as amended, having been duly adopted in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware, has been executed by its duly
authorized officer this 30th day of January 2003.

                                      EKCO HOUSEWARES, INC.


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


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