EXHIBIT 3.1.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            WKI HOLDING COMPANY, INC.


     WKI Holding Company, 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 "WKI Holding Company, Inc.," which
was changed from "CCPC Holding Company, Inc." pursuant to a Certificate of
Amendment of the Restated Certificate of Incorporation filed with the Secretary
of the State of Delaware and effective February 10, 2000, which was changed from
"Corning Consumer Products Company" pursuant to a Certificate of Amendment of
Certificate of Incorporation filed with the Secretary of the State of Delaware,
effective June 30, 1998, which was changed from "Corning Vitro Corporation"
pursuant to a Certificate of Amendment of Certificate of Incorporation filed
with the Secretary of the State of Delaware on March 2, 1994. The original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on September 19, 1991.

     II.     On May 31, 2002, the Corporation, its wholly-owned subsidiary World
Kitchen, Inc., and each of their respective direct and indirect wholly-owned
U.S. subsidiaries (the "Subsidiary Debtors"), filed voluntary petitions for
reorganization under chapter 11 of the Bankruptcy Code, as amended, Title 11,
United States Code, in the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division (the "Bankruptcy Court").  The Second
Amended Joint Plan of Reorganization of World Kitchen, Inc., the Corporation and
the Subsidiary Debtors, dated November 15, 2002, as modified, was confirmed by
order of the Bankruptcy Court on December 23, 2002, and provision for filing of
this Amended and Restated Certificate of Incorporation is contained in such
order.

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

     FIRST:  The name of the corporation is:

                  WKI HOLDING COMPANY, INC.

     SECOND:  The address of the Corporation's registered office in the State of
Delaware is 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 15,000,000 shares of common stock, par value $0.01 per
share (the "Common Stock").


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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
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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 such Bylaw so made or amended) or by the
stockholders in the manner provided in the Bylaws.  Notwithstanding the
foregoing and anything contained in this Certificate of Incorporation or the
Bylaws to the contrary, Bylaws 1.01, 1.03, 2.02, 2.03 and 6.05 may not be
amended or repealed by the stockholders, and no provision inconsistent therewith
may be adopted by the stockholders, without the affirmative vote of the holders
of at least 66-2/3% of the outstanding Common Stock.  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.  Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 66-2/3% of the
Common Stock, voting together as a single class, is required to amend or repeal,
or to adopt any provisions inconsistent with, this Article SIXTH.

    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:     (A)  Number, Election and Terms of Directors.  The number of
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Directors of the Corporation will not be less than five nor more than nine 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 unless requested by the
Chairman or by the holders of a majority of the Common Stock present in person
or represented by proxy at a meeting of the stockholders at which Directors are
to be elected.  If authorized by the Board, such requirement of written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided
that any such electronic transmission must


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either set forth or be submitted with information from which it can be
determined that the electronic transmission was authorized by the stockholder or
proxy holder.

               (B)  Amendment, Repeal, Etc.  Notwithstanding anything contained
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in this Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 66-2/3% of the Common Stock is required to amend or
repeal, or adopt any provision inconsistent with, this Article EIGHTH.  The
amendment or repeal of, or the adoption of any provision inconsistent with, this
Article EIGHTH must 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.

     TENTH:     (A)  Right to Indemnification.  Each person who was or is made a
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party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
Director or an officer of the Corporation or is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another company or
of a partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to an employee benefit plan (an "Indemnitee"),
whether the basis of such Proceeding is alleged action in an official capacity
as a Director, officer, employee or agent or in any other capacity while serving
as a Director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted or required by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith; provided, however, that, except as provided in Section (C) of this
Article TENTH with respect to Proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such Indemnitee in connection with a
Proceeding (or part thereof) initiated by such Indemnitee only if such
Proceeding (or part thereof) was authorized by the Board.

               (B)  Right to Advancement of Expenses.  The right to
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indemnification conferred in Section (A) of this Article TENTH shall include,
without limitation, the right to be paid by the Corporation the expenses
(including, without limitation, attorneys' fees and expenses) incurred in
defending any such Proceeding in advance of its final disposition (an
"Advancement of Expenses"); provided, however, that, if the Delaware General
Corporation Law so requires, an Advancement of Expenses (as defined in such law)
incurred by an Indemnitee in his or her capacity as a Director or officer (and
not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking (an
"Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so
advanced if it


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shall ultimately be determined by final judicial decision from which there is no
further right to appeal (a "Final Adjudication"), that such Indemnitee is not
entitled to be indemnified for such expenses under this Section (B) or
otherwise. The rights to indemnification and to the Advancement of Expenses
conferred in Sections (A) and (B) of this Article TENTH shall be contract rights
and such rights shall continue as to an Indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of each
Indemnitee's heirs, executors and administrators.

          (C)  Right of Indemnitee to Bring Suit.  If a claim under Section (A)
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or (B) of this Article TENTH is not paid in full by the Corporation within 60
calendar days after a written claim has been received by the Corporation, except
in the case of a claim for an Advancement of Expenses, in which case the
applicable period shall be 20 calendar days, the Indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim.  If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the Indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit.  In (i) any suit brought by the
Indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the Indemnitee to enforce a right to an Advancement of Expenses) it
shall be a defense that, and (ii) any suit brought by the Corporation to recover
an Advancement of Expenses pursuant to the terms of an Undertaking, the
Corporation shall be entitled to recover such expenses upon a Final Adjudication
that, the Indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law.  Neither the failure of the
Corporation (including the Board, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including the Board, independent legal counsel or stockholders) that the
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit.  In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or brought by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Article TENTH or
otherwise shall be on the Corporation.

          (D)  Non-Exclusivity of Rights.  The rights to indemnification and to
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the Advancement of Expenses conferred in this Article TENTH shall not be
exclusive of any other right that any person may have or hereafter acquire under
any statute, the Corporation's Certificate of Incorporation, Bylaws, agreement,
vote of stockholders or disinterested Directors or otherwise.

          (E)  Insurance.  The Corporation may maintain insurance, at its
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expense, to protect itself and any Director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.


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          (F)  Indemnification of Employees and Agents of the Corporation.  The
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Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the Advancement of Expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
TENTH with respect to the indemnification and Advancement of Expenses of
Directors and officers of the Corporation.

     IV.     This Amended and Restated Certificate of Incorporation of WKI
Holding Company, 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
Amended and Restated Certificate of Incorporation of the Corporation, as
amended, having been duly adopted in accordance with the provisions of Section
303 of the General Corporation Law of the State of Delaware, has been executed
by its duly authorized officer this 30th day of January 2003.



                              WKI Holding Company, Inc.



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


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