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                                                                    Exhibit 3.1a



                               UNIFRAX CORPORATION
            
                             CONSENT OF STOCKHOLDERS
                             -----------------------

         The undersigned, being the holders of all of the issued and outstanding
stock of UNIFRAX CORPORATION (the "Corporation"), (1) consent that a meeting of
the stockholders of the Corporation be dispensed with for the purpose of
adopting the following resolutions and (2) adopt such resolutions by written
consent pursuant to Section 228 of the General Corporation Law of the State of
Delaware:

                  RESOLVED, that the Corporation amend its Certificate of
                  Incorporation to create a class of preferred stock having
                  rights and preferences superior to the common stock (the
                  "Preferred Stock"), all as set forth in the Certificate of
                  Amendment of Certificate of Incorporation attached to this
                  Consent (the "Certificate Amendment"); and be it further

                  RESOLVED, that, in connection with such amendment, the
                  president and secretary of the Corporation be, and they hereby
                  are, authorized and directed, for and on behalf of the
                  Corporation, to (1) execute and file with the Department of
                  State of the State of Delaware the Certificate Amendment and
                  (2) take all other action as they shall deem appropriate for
                  the purposes of creating, and authorizing the Corporation to
                  issue, the Preferred Stock; and be it further

                  RESOLVED, that the Corporation issue 1,500 shares of Preferred
                  Stock to Unifrax Holding Co. for a price of $1,500 per share
                  and 166.67 shares of Preferred Stock to BP Exploration
                  (Alaska) Inc. for a price of $1,500 per share; and be it
                  further

                  RESOLVED, that the president or vice president and treasurer
                  or secretary of the Corporation be, and they hereby are,
                  authorized and directed to issue, in the name and on behalf of
                  the Corporation and under its corporate seal, certificates for
                  the shares of the Preferred Stock to be issued pursuant to the
                  immediately preceding resolution upon receipt of the purchase
                  price therefor; and be it further



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                  RESOLVED, that each agreement, certificate, instrument and
                  other writing previously executed by a person who at the time
                  of such execution was an officer or director of the
                  Corporation, and each act previously taken by any such person,
                  in connection with the transactions contemplated by these
                  resolutions, is hereby in all respects ratified and confirmed.




Dated:  April 21, 1997

                                             UNIFRAX HOLDING COMPANY


                                             By /s/John Nestor
                                               ----------------------------
                                                  Name: John G. Nestor
                                                  Title:   President


                                             BP EXPLORATION (ALASKA) INC.


                                             By /s/P. D. Wilbur
                                               ----------------------------
                                                  Name: Peter D. Wilbur
                                                  Title:  Secretary