CONFORMED RESTATED CERTIFICATE OF INCORPORATION

                                        OF

                             BCP/ESSEX HOLDINGS INC.

                BCP/Essex Holdings Inc. (the "Corporation"), a corporation
    organized and existing under the laws of the State of Delaware, does
    hereby certify as follows:

                FIRST:  The name of the Corporation is BCP/Essex Holdings Inc. 
    BCP/Essex Holdings Inc. was originally incorporated under the name
    MS/Essex Group Inc., and the original Certificate of Incorporation of the
    Corporation was filed with the Secretary of State of the State of Delaware
    on February 16, 1988.

                SECOND:  Pursuant to Sections 242, 245 and 228 of the General
    Corporation Law of the State of Delaware, this Restated Certificate of
    Incorporation restates and integrates and further amends the provisions of
    the Certificate of Incorporation of the Corporation.

                THIRD:  The Certificate of Incorporation of the Corporation is
    hereby amended and restated to read in its entirety as follows:


                                  ARTICLE FIRST

                The name of the corporation is BCP/Essex Holdings Inc. (The
    "Corporation").


                                  ARTICLE SECOND

                The address of the registered office of the Corporation in the
    State of Delaware is 1013 Centre Road, City of Wilmington, County of New
    Castle.  The name of the registered agent of the Corporation at such
    address is Corporation Service Company.


                                  ARTICLE 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.


                                  ARTICLE FOURTH

                The total number of shares of stock that the Corporation shall
    have authority to issue is 5,000,000 shares of preferred stock, par value
    $0.01 per share (the "Preferred Stock"), and 150,000,000 shares of common
    stock, divided into two classes consisting of Class A Common Stock, par
    value $0.01 per share ("Class A Common Stock") and Class B Common Stock,<PAGE>





    par value $0.01 per share ("Class B Common Stock").  Class A Common Stock
    and Class B Common Stock are hereinafter sometimes collectively referred
    to as "Common Stock".  The Corporation may issue, from time to time,
    shares of Common Stock either as Class A Common Stock or Class B Common
    Stock; provided that the total number of shares of both classes issued at
    any time shall not exceed 150,000,000 shares.

                (a)  Preferred Stock.  Shares of the Preferred Stock of the
          Corporation may be issued from time to time in one or more classes
          or series, each of which class or series shall have such distinctive
          designation or title as shall be fixed by the Board of Directors of
          the Corporation prior to the issuance of any shares thereof.  Each
          such class or series of Preferred Stock shall have such voting
          powers, full or limited, or no voting powers, and such preferences
          and relative, participating, optional or other special rights and
          such qualifications, limitations or restrictions thereof, as shall
          be stated in such resolution or resolutions providing for the
          issuance of such class or series of Preferred Stock as may be
          adopted from time to time by the Board of Directors prior to the
          issuance of any shares thereof pursuant to the authority hereby
          expressly vested in it, all in accordance with the laws of the State
          of Delaware.  The initial series of Preferred Stock has been
          designated as a series of 3,100,000 shares of Series A Cumulative
          Redeemable Exchangeable Preferred Stock (the "Series A Preferred
          Stock") as set forth in the Certificate of Designation of the Series
          A Preferred Stock filed with the Secretary of State of Delaware.

                (b)   Class A and Class B Common Stock.  Except as otherwise
          provided herein, all shares of Class A Common Stock and Class B
          Common Stock will be identical and will entitle the holders thereof
          to the same rights and privileges.

                (i)  Dividends.  The Board of Directors may cause dividends to
          be paid to holders of shares of Common Stock out of funds legally
          available for the payment of dividends.  Any dividend or
          distribution on Common Stock shall be payable on shares of Class A
          Common Stock and Class B Common Stock share and share alike;
          provided that in the case of dividends payable in shares of Common
          stock of the Corporation, or options, warrants or rights to acquire
          shares of such Common Stock, or securities convertible into or
          exchangeable for shares of such Common Stock, the shares, options,
          warrants, rights or securities so payable shall be payable in shares
          of, options, warrants or rights to acquire, or securities
          convertible into or exchangeable for, Common Stock of the same class
          upon which the dividend or distribution is being paid.

                (ii)  Conversion.  

                Conversion of Class A Common Stock.  Subject to this paragraph
          (ii), any Class A Common Stock may be converted into the same number
          of shares of Class B Common Stock.  This paragraph shall not
          restrict the ability of the Corporation to issue Class B Common
          Stock.<PAGE>





                Conversion of Class B Common Stock.  Subject to this
          paragraph (ii), each record holder of Class B Common Stock (a) must
          convert any of or all the shares of such holder's Class B Common
          Stock, as specified by the Corporation, into the same number of
          shares of Class A Common Stock (a "Mandatory Conversion") and
          (b) shall be entitled at any time and from time to time in such
          holder's sole discretion and at such holder's option, to convert any
          of or all the shares of such holder's Class B Common Stock into the
          same number of shares of Class A Common Stock.  Notwithstanding
          clauses (a) and (b) of the preceding sentence, Class B Common Stock
          constituting Restricted Stock (defined below) with respect to a
          particular Regulated Stockholder (defined below) may not be
          converted into Class A Common Stock to the extent that immediately
          prior thereto, or as a result of such conversion, the number of
          shares of Class A Common Stock that constitute Restricted Stock with
          respect to such Regulated Stockholder would exceed the number of
          shares of Class A Common Stock that such Regulated Stockholder and
          its Affiliates (defined below) may own, control or have the power to
          vote under any law, regulation, rule or other requirement of any
          governmental authority at any time applicable to such Regulated
          Stockholder or its Affiliates, as determined by such Regulated
          Stockholder in its sole discretion; provided, however, that each
          holder of Class B Common Stock may convert such shares into Class A
          Common Stock if such holder reasonably believes that such converted
          shares will be transferred within 15 days pursuant to a Conversion
          Event (defined below) and such holder agrees not to vote any shares
          of Class A Common Stock prior to such Conversion Event and
          undertakes promptly to convert such shares back into Class B Common
          Stock if such shares are not transferred pursuant to a Conversion
          Event.  Each Regulated Stockholder may provide for further
          restrictions upon the conversion of any shares of Restricted Stock
          by providing the Corporation with signed, written instructions
          specifying such additional restrictions and legending such shares as
          to the existence of such restrictions.

                Conversion Procedures.  Each conversion (other than a
          Mandatory Conversion) of shares of Class A Common Stock into shares
          of Class B Common Stock, or shares of Class B Common Stock into
          shares of Class A Common Stock, shall be effected by the surrender
          of the certificate or certificates representing the shares to be
          converted (the "Converting Shares") and at the principal office of
          the Corporation at any time during its usual business hours together
          with written notice of the holder of such Converting Shares, stating
          that such holder desires to convert the Converting Shares, or a
          stated number of the shares represented by such certificate or
          certificates, into an equal number of shares of the other class of
          Common Stock (the "Converted Shares").  Such notice shall also state
          the name or names of (with addresses) and denominations in which the
          certificate or certificates or Converted Shares shall be issued and
          shall include instructions for the delivery thereof.  The
          Corporation shall promptly notify each Regulated Stockholder of its
          receipt of such notice.  Promptly after such surrender and the
          receipt of such notice, the Corporation shall issue and deliver in
          accordance with the surrendering holder's instructions the<PAGE>





          certificate or certificates evidencing the Converted Shares issuable
          upon such conversion, and the Corporation shall deliver to the
          converting holder a certificate representing any of the Converting
          Shares that were represented by the certificate or certificates that
          were delivered to the Corporation in connection with such conversion
          but that were not converted.  Such conversion, to the extent
          permitted by law, shall be deemed to have been effected as of the
          close of business on the date on which such certificate or
          certificates shall have been surrendered and such notice shall have
          been received by the Corporation, and at such time the rights of the
          holder of the Converting Shares as such holder shall cease and the
          person or persons in whose name or names the certificate or
          certificates for the Converted Shares are to be issued upon such
          conversion shall be deemed to have become the holder or holders of
          record of the Converted Shares.  Upon issuance of shares in
          accordance with this paragraph (ii), such Converted Shares shall be
          deemed to be duly authorized, validly issued, fully paid and
          nonassessable.  The Corporation shall take such actions that may be
          necessary to ensure that all of the Converted Shares may be issued
          without violation of any applicable law or governmental regulation
          or any requirements of any domestic securities exchange upon which
          the Converted Shares may then be listed (except for official notice
          of issuance, which will be immediately transmitted to the
          Corporation upon issuance).  The Corporation shall not close its
          books against the transfer of shares of Class A Common Stock or
          Class B Common Stock in any manner that would interfere with the
          timely conversion of any of the Converted Shares.

                The Mandatory Conversion of shares of Class B Common Stock
          into shares of Class A Common Stock shall (subject to the second
          sentence of the paragraph above headed "Conversion of Class B Common
          Stock") be effective upon the Corporation giving to the record
          holders of the Converted Shares written notice of such conversion,
          whereupon the Converted Shares shall represent the same number of
          shares of Class A Common Stock and the rights of any holder of the
          Converted Shares shall cease, except only the right of such holder
          to receive any previously declared but unpaid dividends on the
          Converted Shares, and the certificate or certificates for the
          Converted Shares shall be deemed to represent the same number of
          shares of Class A Common Stock.  At any time after a Mandatory
          Conversion, the holders of the Converted Shares may surrender the
          certificate or certificates that previously represented such
          Converted Shares for a certificate or certificates representing the
          same number of shares of Class A Common Stock in the manner set
          forth above.

                As used in this paragraph (ii):

                 "Affiliate" shall mean, with respect to any person, any other
          person that is (a) directly or indirectly controlling, controlled by
          or under common control with such person and (b) subject to the
          provisions of Regulation Y of the Board of Governors of the Federal
          Reserve System, 12 C.F.R. Part 225 (or any successor to such
          regulation).  For the purpose of the above definition, the term<PAGE>





          "control" (including, with correlative meaning, the terms
          "controlling", "controlled by" and "under common control with"), as
          used with respect to any person, shall mean the possession, directly
          or indirectly, of the power to direct or cause the direction of the
          management and policies of such person, whether through the
          ownership of voting securities or by contract or otherwise.

                "Conversion Event" shall mean (a) any public offering or
          public sale of securities of the Corporation (including a public
          offering registered under the Securities Act of 1933 and a public
          sale pursuant to Rule 144 of the Securities and Exchange Commission
          or any similar rule then in force), (b) any sale of securities of
          the Corporation to a person or group or persons (within the meaning
          of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
          if, after such sale, such person or group of persons in the
          aggregate would own or control securities that possess in the
          aggregate the ordinary voting power to elect a majority of the
          Corporation's directors (provided that such sale has been approved
          by the Corporation's Board of Directors or a committee thereof),
          (c) any sale of securities of the Corporation to a person or group
          of persons (within the meaning of the 1934 Act) if, after such sale,
          such person or group of persons in the aggregate would own or
          control securities of the Corporation (excluding any Class B Common
          Stock being converted and disposed of in connection with such
          Conversion Event) that possess in the aggregate the ordinary voting
          power to elect a majority of the Corporation's directors, (d) any
          sale of securities of the Corporation to a person or group of
          persons (within the meaning of the 1934 Act) if, after such sale,
          such person or group of persons would not, in the aggregate, own,
          control or have the right to acquire more than 2% of the outstanding
          securities of any class of voting securities of the Corporation, and
          (e) a merger, consolidation or similar transaction involving the
          Corporation if, after such transaction, a person or group of persons
          (within the meaning of the 1934 Act) in the aggregate would own or
          control securities which possess in the aggregate the ordinary
          voting power to elect a majority of the surviving corporation's
          directors (provided that the transaction has been approved by the
          Corporation's Board of Directors or a committee thereof).  

                "Regulated Stockholder" shall mean any person (a) that is
          subject to the provisions of Regulation Y of the Board of Governors
          of the Federal Reserve System, 12 C.F.R. Part 225 (or any successor
          to such regulation), (b) that is acquiring or holds of record shares
          of Class A Common Stock or Class B Common Stock and (c) that has
          provided notice to the Corporation of its status as a "Regulated
          Stockholder" hereunder.

                "Restricted Stock" shall mean, with respect to any Regulated
          Stockholder, any outstanding shares of Class A Common Stock and/or
          Class B Common Stock ever held of record by such Regulated
          Stockholder or its Affiliates, excluding treasury shares; provided,
          however, that any such shares shall cease to be Restricted Stock
          with respect to such Regulated Stockholder when such shares are
          transferred in a transaction that is a Conversion Event or are<PAGE>





          acquired by the Corporation or any subsidiary of the Corporation. 
          The Corporation shall have no responsibility for determining whether
          any outstanding shares of Class A Common Stock and/or Class B Common
          Stock constitute Restricted Stock with respect to any particular
          Regulated Stockholder, but shall instead be entitled to receive, and
          rely exclusively upon, a written notice provided by such Regulated
          Stockholder designating such shares as Restricted Stock.

                (iii)  Subdivision and Combination of Shares.  If the
          Corporation shall in any manner subdivide (by stock split, stock
          dividend or otherwise) or combine (by reverse stock split or
          otherwise) the outstanding shares of any class of Common Stock, or
          shall increase or decrease the number of shares of any class of
          Common Stock by reclassification thereof, then the outstanding
          shares of the other classes of Common Stock shall be subdivided or
          combined, as the case may be, to the same extent, share and share
          alike, and effective provision shall be made for the protection of
          the conversion rights hereunder.

                (iv)  Distribution of Assets.  In the event of the voluntary
          or involuntary liquidation, dissolution or winding up of the
          Corporation, holders of Common stock will be entitled to receive,
          and will participate equally in, all of the remaining assets of the
          Corporation available for distribution to its stockholders after
          payment or provision for payment of the debts and other liabilities
          of the Corporation and all amounts to which the holders of Preferred
          Stock are entitled have been paid or set aside for payment.

                (v)  Voting Rights.  The holders of Class A Common stock shall
          have the general right to vote for all purposes, including the
          election of directors, as provided by law.  Each holder of Class A
          Common Stock shall be entitled to one vote for each share thereof
          held.  Except as otherwise provided herein or required by law, the
          holders of Class B Common stock shall have no voting rights and
          shares of Class B Common Stock shall not be included in determining
          the number of shares voting or entitled to vote on any such matters. 
          On any matter on which the holders of shares of Class A Common Stock
          and the holders of Class B Common Stock are entitled to vote, except
          as otherwise required by law, all classes of Common Stock entitled
          to vote shall vote together as a single class, and each holder of
          shares of Class B Common stock entitled to vote shall be entitled to
          one vote for each share of such stock held by such holder; provided,
          however, that holders of shares of the Class B Common Stock shall be
          entitled to vote as a separate class on any amendment to this 

          Article FOURTH (b)(v) and on any amendment, repeal or modification
                      of any provision of this Certificate of Incorporation
                      that adversely affects the powers, preferences or
                      special rights of holders of Class B Common Stock.

                (vi)  Merger, etc.  In connection with any merger,
          consolidation, reclassification or recapitalization in which holders
          of Class A Common stock generally receive, or are given the
          opportunity to receive, consideration for their shares, all holders<PAGE>





          of Class B Common Stock shall be given the opportunity to receive
          the same form of consideration for their shares as is received by
          holders of Class A Common Stock."


                                  ARTICLE FIFTH

                For the management of the business and for the conduct of the
    affairs of the Corporation, and in further definition, limitation and
    regulation of the powers of the Corporation and of its directors and
    stockholders, it is further provided that:

                (a)  the number of directors of the Corporation shall be fixed
          by, or in the manner provided in, the By-laws of the Corporation;

                (b)  in furtherance and not in limitation of the powers
          conferred by the laws of the State of Delaware, the Board of
          Directors is expressly authorized and empowered to make, alter,
          amend or repeal the By-laws of the Corporation in any manner not
          inconsistent with the laws of the State of Delaware or this
          Certificate of Incorporation, subject to the power of the stock-
          holders of the Corporation having voting power to alter, amend or
          repeal the By-laws of the Corporation;

                (c)  in addition to the powers and authorities herein or by
          statute expressly conferred upon it, the Board of directors may
          exercise all such powers and do all such acts and things as may be
          exercised or done by the Corporation, subject, nevertheless, to the
          provision of the laws of the State of Delaware, this Certificate of
          Incorporation and the By-laws of the Corporation;

          (d)  any director or any officer elected or appointed by the
          stockholders or by the Board of Directors, or any Committee thereof,
          may be removed at any time by a unanimous consent of the
          stockholders or in such other manner as shall be provided in the By-
          laws of the Corporation

                (e)  unless and except to the extent that the By-laws of the
          Corporation shall so require, the election of directors of the
          Corporation need not be by written ballot; and

                (f)  Stockholders of the Corporation shall not have any
          preemptive rights to subscribe for additional issues of stock of the
          Corporation except as may be agreed from time to time by the
          Corporation and any such stockholders.  Copies of any agreements
          granting any stockholder preemptive rights, as amended from time to
          time, will be kept on file with the Secretary of the Corporation.


                                  ARTICLE SIXTH

                No director shall be personally liable to the Corporation or
    any of its stockholders for monetary damages for breach of fiduciary duty
    as a director, except for liability (a) for any breach of the director's<PAGE>





    duty of loyalty to the Corporation or its stockholders, (b) for acts or
    omissions not in good faith or which involve intentional misconduct or a
    knowing violation of law, (c) pursuant to Section 174 of the Delaware
    General Corporation Law or (d) for any transaction from which the director
    derived an improper personal benefit.  Any repeal or modification of this
    Article SIXTH by the stockholders of the Corporation shall not adversely
    affect any right or protection of a director of the Corporation existing
    at the time of such repeal or modification with respect to acts or
    omissions occurring prior to such repeal or modification.


                                 ARTICLE SEVENTH

                No contract or transaction between the Corporation and one or
    more of its directors or officers (or between the Corporation and any
    other corporation, partnership, associa-tion or other organization in
    which one or more of its directors or officers are directors or officers,
    or have a financial interest) shall be void or voidable solely for such
    reason, or solely because the director or officer is present at or
    participates in the meeting of the Board of Directors or committee thereof
    that authorizes the contract or transaction, or solely because his, her or
    their votes are counted for such purpose, if:

                (a)  the material facts as to his, her or their relationship
          or interest and as to the contract or transaction are disclosed or
          are known to the Board of Directors or the committee, and the Board
          or committee in good faith authorizes the contract or transaction by
          the affirmative votes of a majority of disinterested directors, even
          though the disinterested directors be less than a quorum;

                (b)  the material facts as to his, her or their relationship
          or interest and as to the contract or transaction are disclosed or
          are known to the shareholders entitled to vote thereon, and the
          contract or transaction is specifically approved in good faith by
          vote of the stockholders; or

                (c)  the contract or transaction is fair as to the Corporation
          as of the time it is authorized, approved or ratified by the Board
          of Directors, a committee thereof or the stockholders.

                Common or interested directors shall be counted in determining
    the presence of a quorum at a meeting of the Board of Directors or of a
    committee that authorizes any such contract or transaction.  No director
    of officer shall be liable to account to the Corporation for any profit
    realized by him or her from or through such contract or transaction solely
    by reason of the fact that he or she or any other corporation,
    partnership, association or other organization in which he or she is a
    director or officer, or has a financial interest, was interested in such
    contract or transaction.


                                  ARTICLE EIGHTH

                The Corporation shall indemnify any person who was or is a<PAGE>





    party or is threatened to be made a party to any threatened, pending or
    completed action, suit or proceeding, whether civil, criminal,
    administrative or investigative, by reason of the fact that he or she is
    or was a director, officer, employee or agent of the Corporation, or is or
    was serving at the request of the Corporation as a director, officer,
    employee or agent of another corporation, partnership, joint venture,
    trust or other enterprise, against expenses (including attorneys' fees),
    judgments, fines and amounts in connection with such action, suit or
    proceeding, in accordance with the laws of the State of Delaware, and to
    the full extent permitted by such laws except as the By-laws of the
    Corporation may otherwise provide.  Such indemnification shall not be
    deemed exclusive of any other rights to which those seeking
    indemnification may be entitled under any by-law agreement, vote of
    stockholders or disinterested directors or otherwise, including insurance
    purchased and maintained by the Corporation, both as to action in his or
    her official capacity and as to action in another capacity while holding
    such office, and shall continue as to a person who has ceased to be a
    director, officer, employee or agent and shall inure to the benefit of the
    heirs, executors and administrators of such a person.


                                  ARTICLE NINTH

                The corporation reserves the right at any time and from time
    to time to amend, alter, change or repeal any provision contained in this
    Certificate of Incorporation (including provisions as may hereafter be
    added or inserted in this Certificate of Incorporation as authorized by
    the laws of the State of Delaware) in the manner now or hereafter
    prescribed by law; and all rights, preferences and privileges of
    whatsoever nature conferred upon stockholders, directors or any other
    persons whomsoever by and pursuant to this Certificate of Incorporation in
    its current form or as hereafter amended are granted subject to the right
    reserved in this Article NINTH.

                FOURTH:  That the foregoing amendment has been duly adopted in
    accordance with the provisions of 
    Sections 242, 245 and 228 of the General Corporation Law of the State of
    Delaware.


                IN WITNESS WHEREOF, BCP/Essex Holdings Inc. has caused this
    Restated Certificate of Incorporation to be executed in its corporate name
    as of this 9th day of October, 1992.


                                        BCP/ESSEX HOLDINGS INC.




                                        By  /s/ Robert D. Lindsay
                                            ---------------------------
                                            Name:  Robert D. Lindsay
                                            Title: President<PAGE>






    ATTEST:




    By  /s/ Richard R. Davis
        -----------------------
        Name:  Richard R. Davis
        Title: Secretary<PAGE>