RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             AMERICAN STANDARD INC.



         AMERICAN STANDARD INC., a corporation  organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         1. The name of the Corporation is American Standard Inc. The name under
which the  Corporation  was  originally  incorporated  is  American  Radiator  &
Standard Sanitary Corporation.  The date of filing of the corporation's original
Certificate  of  Incorporation  with the  Secretary  of  State  of the  State of
Delaware is March 26, 1929.

2. At a  meeting  duly  held on May 4,  1995,  the  Board  of  Directors  of the
corporation  adopted a resolution  authorizing  the amendment and restatement of
the corporation's Certificate of Incorporation as set forth herein in accordance
with the  provisions of Sections 242 and 245 of the General  corporation  Law of
the State of Delaware.  In lieu of a meeting and vote of the stockholders of the
corporation, the Corporation's sole stockholder, by written consent dated May 4,
1995, approved the amendment and restatement of the Corporation's Certificate of
Incorporation  and the  taking of the  actions  contemplated  thereby,  and such
consent was filed with the minutes of the  proceedings  of  stockholders  of the
Corporation.  The Restated  Certificate of  Incorporation  so approved was filed
with the Secretary of State of the State of Delaware on May 9, 1995.

         3. At a meeting  duly held on March 5, 1998,  the Board of Directors of
the Corporation  adopted a resolution  authorizing the amendment and restatement
of the Corporation's  Restated  Certificate of Incorporation as set forth herein
in  accordance  with  the  provisions  of  Sections  242 and 245 of the  General
Corporation Law of the State of Delaware.  At the Annual Meeting of Stockholders
of the Corporation,  held on May 7, 1998, by the vote of more than a majority of
the shares of the  Corporation's  outstanding  common stock,  the  Corporation's
stockholders  approved  the  amendment  and  restatement  of  the  Corporation's
Restated Certificate of Incorporation as set forth herein.

         4. Pursuant to Sections 242 and 245 of the General  Corporation  Law of
the State of Delaware,  this Restated  Certificate of  Incorporation  amends and
restates the  provisions of the Restated  Certificate  of  Incorporation  of the
Corporation  as  heretofore  in effect.  The  amendments  have the effect of (i)
removing certain obsolete provisions; (ii) making a clarifying change to Article
SIXTH conforming to the  Corporation's  Amended  By-laws;  and (iii) making such
other  changes as are proper under the general  Corporation  Law of the State of
Delaware and deemed necessary or appropriate by the Board of Directors.

         5. The text of the Restated  Certificate of Incorporation as heretofore
amended is hereby amended and restated to read in its entirety as follows:

         FIRST:  The name of the Corporation is AMERICAN STANDARD INC.

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

         THIRD:  The nature of the business of the Corporation is to engage in
any lawful act or activity for which corporations maybe organized under the 
General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have  authority  to issue is  2,501,000  shares,  consisting  of 1,000 shares of
common  stock,  $.01 par value per share (the  "Common  Stock"),  and  2,500,000
shares of preferred stock, $.01 par value per share (the "Preferred Stock"). The
designations  and the powers,  preferences and rights,  and the  qualifications,
limitations or restrictions of the Preferred Stock and the Common Stock shall be
as follows:

         (a) The Preferred Stock may be issued at any time and from time to time
in one or more series.

         (i) Series A Preferred  Stock.  A series of the  Preferred  Stock shall
have the number of shares, designation,  powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, specified below:



<PAGE>




                  (A) Designation.  The designation of the aforementioned series
of Preferred Stock shall be "Series A Preferred Stock, $.01 par value per share"
(the "Series A Preferred  Stock").  The maximum number of shares of the Series A
Preferred Stock shall be 10,000.

                  (B) Rank. The Series A Preferred Stock shall,  with respect to
dividend  rights and rights on  liquidation,  winding up and  dissolution,  rank
prior to all classes of common stock, including,  without limitation, the Common
Stock. All equity securities of the Corporation with respect to which the Series
A Preferred Stock ranks prior are collectively referred to in this clause as the
"Junior Securities". The Corporation may authorize, create or issue any class or
series  of stock  which  ranks  prior  to,  or on a parity  with,  the  Series A
Preferred Stock with respect to either dividend rights or rights on liquidation,
winding up or dissolution  and may increase the  authorized  number of shares of
Series A Preferred Stock.

                  (C)  Dividends.  (1) The holders of the shares of the Series A
Preferred  Stock shall be entitled to receive,  when,  as and if declared by the
Board of Directors, out of funds legally available for the payment of dividends,
cash  dividends at the rate of $.24 per share for each  calendar  quarter and no
more. Such dividends shall be payable on the last business day of each of March,
June,  September  and  December  (each of such dates being a  "dividend  payment
date"),  commencing  with the first such  dividend  payment date  following  the
issuance of the Series A Preferred  Stock,  in  preference  to  dividends on the
Junior  Securities.  Such dividend shall be paid to the holders of record at the
close of  business  on the date  specified  by the  Board  of  Directors  of the
Corporation at the time such dividend is declared;  provided, however, that such
date  shall  not be more  than 60  days  nor  less  than  10 days  prior  to the
respective  dividend payment date.  Dividends  payable on shares of the Series A
Preferred  Stock  shall be fully  cumulative  and shall  accrue  (whether or not
earned or declared) from the date of original issue of such shares.

                  (2) Notwithstanding anything contained herein to the contrary,
         no dividends  shall be declared by the Board of Directors,  paid or set
         apart  for  payment  by the  Corporation  at such time if the terms and
         provisions  of any debt  instruments  or agreement of the  Corporation,
         including,  but not limited to, any credit agreement or debt indentures
         outstanding on the date hereof,  prohibit such declaration,  payment or
         setting apart for payment or provide that such declaration,  payment or
         setting  apart for  payment  would  constitute  a breach  thereof  or a
         default thereunder.



<PAGE>


                  (3) The  Corporation  shall not declare,  pay or set apart for
         payment  any  dividend  on any of the  Junior  Securities  or make  any
         distribution in respect  thereof,  either  directly or indirectly,  and
         whether  in cash,  obligations  or shares of the  Corporation  or other
         property (other than  distributions or dividends in Junior  Securities)
         and shall not  permit  any  corporation  or other  entity  directly  or
         indirectly  controlled by the  Corporation  to do so unless prior to or
         concurrently with such declaration, as the case may be, all accrued and
         unpaid dividends, if any, on shares of the Series A Preferred Stock not
         paid on the dates  provided for in paragraph  (c)(2)  hereof shall have
         been  or  be  paid;  provided,   however,  that  without  limiting  the
         foregoing,  the  Corporation  shall not effect any such  declaration or
         payment,  as the case may be,  with  respect to the  Junior  Securities
         unless  on  the  immediately   preceding   dividend  payment  date  the
         Corporation  has  declared  and paid or set aside for  payment one full
         quarterly cash dividend on the Series A Preferred Stock.

                  (4) Subject to the foregoing  provisions of this paragraph (c)
         and to the  provisions of paragraph  (d) below,  the Board of Directors
         may  declare,  and the  Corporation  may pay or set apart for  payment,
         dividends and other distributions on any of the Junior Securities,  and
         may purchase or otherwise  redeem any of the Junior  Securities  or any
         warrants,  rights or options exercisable for or convertible into any of
         the Junior  Securities,  and the  holders of the shares of the Series A
         Preferred Stock shall not be entitled to share therein.

                  (D) Liquidation Preference.  (1) In the event of any voluntary
or  involuntary  liquidation,  dissolution  or winding up of the  affairs of the
Corporation,  the  holders  of the  shares  of  Series A  Preferred  Stock  then
outstanding  shall be entitled  to be paid out of the assets of the  Corporation
available for distribution to its stockholders an amount in cash equal to $11.50
for each  share  outstanding,  plus an amount in cash equal to all  accrued  but
unpaid dividends  (whether or not earned or declared)  thereon to the date fixed
for  liquidation,  dissolution or winding up before any payment shall be made or
any assets distributed to the holders of any of the Junior Securities. Except as
provided in the preceding  sentence,  holders of Series A Preferred  Stock shall
not be entitled to any distribution in the event of liquidation,  dissolution or
winding up of the affairs of the  Corporation.  If the assets of the Corporation
are not  sufficient  to pay in full  the  liquidation  payments  payable  to the
holders of outstanding  shares of the Series A Preferred Stock, then the holders
of all such  shares  shall  share  ratably  in such  distribution  of  assets in
accordance  with the amount which would be payable on such  distribution  if the
amounts to which the holders of outstanding  shares of Series A Preferred  Stock
are entitled were paid in full.



<PAGE>


                  (2) For  the  purpose  of  this  paragraph  (D),  neither  the
         voluntary  sale,  lease,  conveyance,  exchange or transfer  (for cash,
         shares  of  stock,   securities  or  other  consideration)  of  all  or
         substantially  all the property or assets of the  Corporation,  nor the
         consolidation  or  merger  of the  Corporation  with one or more  other
         corporations,  shall be  deemed  to be a  liquidation,  dissolution  or
         winding up,  voluntary  or  involuntary,  unless such  voluntary  sale,
         lease,  conveyance,  exchange or transfer shall be in connection with a
         plan of liquidation, dissolution or winding up of the Corporation.

                  (E) Redemption.  (1) To the extent the Corporation  shall have
funds legally  available for such redemption,  the Corporation may redeem at its
option,  at any time and from time to time,  the Series A  Preferred  Stock,  in
whole or in part, at a redemption  price of $11.50 per share,  plus an amount in
cash  equal to all  accrued  and  unpaid  dividends  (whether  or not  earned or
declared) thereon to the date fixed for redemption, without interest.

                  (2) Shares of Series A Preferred  Stock which have been issued
         and reacquired in any manner, including shares purchased or redeemed or
         exchanged, shall (upon compliance with any applicable provisions of the
         laws of the  State of  Delaware)  have the  status  of  authorized  and
         unissued  shares of the class of  Preferred  Stock  undesignated  as to
         series and may be  redesignated  and  reissued as part of any series of
         the Preferred Stock.

                  (F) Procedure for Redemption. (1) In the event that fewer than
all the outstanding  shares of Series A Preferred Stock are to be redeemed,  the
number of shares to be redeemed  shall be  determined  by the Board of Directors
and the shares to be  redeemed  shall be  selected  by lot or pro rata as may be
determined  by the Board of  Directors,  except that in any  redemption of fewer
than all the outstanding shares of Series A Preferred Stock, the corporation may
first  redeem all shares held by any holders of a number of shares not to exceed
100 as may be specified by the Corporation.



<PAGE>


                  (2) In the event the Corporation shall redeem shares of Series
         A Preferred  Stock,  notice of such redemption  shall be given by first
         class mail, postage prepaid,  and mailed not less than 30 days nor more
         than 60 days prior to the redemption  date, to each holder of record of
         the shares to be redeemed at such holder's  address as the same appears
         on the stock register of the Corporation;  provided,  however,  that no
         failure to give such  notice nor any defect  therein  shall  affect the
         validity of the proceeding for the redemption of any shares of Series A
         Preferred  Stock to be  redeemed  except  as to the  holder to whom the
         Corporation  has failed to give said  notice or except as to the holder
         whose  notice was  defective.  Each such notice  shall  state:  (a) the
         redemption  date; (b) the number of shares of Series A Preferred  Stock
         to be  redeemed;  and,  if less than all the shares held by such holder
         are to be redeemed,  the number of such shares to be redeemed;  (c) the
         redemption  price; (d) the place or places where  certificates for such
         shares are to be surrendered for payment of the redemption  price;  and
         (e) that dividends on the shares to be redeemed will cease to accrue on
         such redemption date.

                  (3) Notice  having been mailed as aforesaid  and provided that
         on or before the  redemption  date specified in such notice any and all
         funds  necessary for such  redemption  shall have been set aside by the
         Corporation,  separate  and  apart  from its other  funds  with a trust
         company  (having  capital and surplus of not less than  $25,000,000) in
         the Borough of  Manhattan,  City of New York, in trust for the pro rata
         benefit of the holders of the shares so called for redemption, so as to
         be and to continue to be available  therefor,  then, from and after the
         redemption  date dividends on the shares of Series A Preferred Stock so
         called for redemption  shall cease to accrue,  and said shares shall no
         longer be deemed to be  outstanding  for any purpose and shall not have
         the status of shares of Series A Preferred Stock, and all rights of the
         holders thereof as stockholders of the Corporation (except the right to
         receive from the Corporation the redemption  price without interest and
         any required  cash  payments  without  interest  upon  surrender of the
         certificates  therefor) shall cease.  Upon surrender in accordance with
         said notice of the certificates for any shares so redeemed, such shares
         shall be redeemed by the  Corporation at the redemption  price. In case
         fewer  than all the  shares  represented  by any such  certificate  are
         redeemed,   a  new   certificate  or   certificates   shall  be  issued
         representing the unredeemed  shares without cost to the holder thereof.
         Any funds  deposited and unclaimed at the end of one year from the date
         fixed  for  redemption  shall be  repaid  to the  Corporation  upon its
         request,  after  which  repayment  the  holders  of shares  called  for
         redemption shall look only to the Corporation for payment.

                  (G) Voting Rights. The holders of record of shares of Series A
Preferred  Stock shall not be entitled to any voting  rights except as otherwise
provided by law.



<PAGE>


         (ii) Other Series of Preferred  Stock. The Board of Directors is hereby
authorized  to provide for the issuance of shares of  Preferred  Stock in one or
more series other than the Series A Preferred Stock and, by filing a certificate
of designation pursuant to the applicable  provisions of the General Corporation
Law of the State of  Delaware  (hereinafter  referred to as a  "Preferred  Stock
Certificate  of  Designation"),  to  establish  from time to time the  number of
shares to be included in each such series,  and to fix the designation,  powers,
preferences  and  rights of shares of each such  series  and the  qualification,
limitations and restrictions thereof.

         The  authority  of the Board of  Directors  with  respect  to each such
series of Preferred Stock shall include, but not be limited to, determination of
the following:

                  (A)      the designation of the series, which may be by 
                           distinguishing number, letter or title;

                  (B)      the number of shares of the series,  which number the
                           Board  of  Directors  may  thereafter  (except  where
                           otherwise provided in the applicable  Preferred Stock
                           Certificate of Designation) increase or decrease (but
                           not  below  the   number  of  shares   thereof   then
                           outstanding);

                  (C)  whether  dividends,   if  any,  shall  be  cumulative  or
noncumulative and the dividend rate of the series;

                  (D) the dates on which dividends, if any, shall be payable;

                  (E) the  redemption  rights and price or prices,  if any,  for
shares of the series;

                  (F) the terms and amount of any sinking fund  provided for the
purchase or redemption of shares of the series;

                  (G)      the  amounts  payable  on shares of the series in the
                           event of any  voluntary or  involuntary  liquidation,
                           dissolution  or  winding  up of  the  affairs  of the
                           Corporation;

                  (H)      whether the shares of the series shall be convertible
                           or  exchangeable  into  shares of any other  class or
                           series, or any other security,  of the Corporation or
                           any  other   corporation,   and,  if  so,  the  other
                           security,  the conversion or exchange price or prices
                           or rate or rates, any adjustments  thereof,  the date
                           or dates as of which such shares shall be convertible
                           or  exchangeable  and all other terms and  conditions
                           upon which such conversion or exchange may be made;



<PAGE>


                  (I) restrictions on the issuance of shares of the same
 series or of any other class or series; and

                  (J) the voting rights, if any, of the holders of shares of the
series.

         (b) Each holder of Common  Stock shall be entitled to one vote for each
share of Common  Stock held of record by such  holder and shall be  entitled  to
vote  with  respect  to all  matters  as to which a  stockholder  of a  Delaware
corporation would be entitled to vote.

         (c) The  Common  Stock  shall be subject  to the  express  terms of the
Preferred Stock and any series thereof.

         (d) Except as may be required  by law or as  provided  in the  Restated
Certificate of Incorporation or in a Preferred Stock Certificate of Designation,
the Common  Stock  shall have the  exclusive  right to vote for the  election of
Directors and for all other  purposes,  and holders of Preferred Stock shall not
be  entitled  to  vote  on any  matter  or  receive  notice  of any  meeting  of
stockholders.

         (e) The Corporation shall be entitled to treat the person in whose name
any share of its stock is  registered  as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.

         FIFTH:  In  furtherance  and not in limitation of the powers  conferred
upon it by law, the Board of Directors  shall have the power  without the assent
or vote of the stockholders to adopt, amend, alter or repeal the Amended By-Laws
of the  Corporation,  except to the  extent  that the  Amended  By-Laws  or this
Restated Certificate of Incorporation otherwise provide.

         SIXTH: (a) The business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors, which may exercise all such
powers of the  Corporation  and do all such lawful acts and things as are not by
law or by this Restated Certificate of Incorporation  directed or required to be
exercised or done by the stockholders.



<PAGE>


                  (b)  Upon  the  due  filing  of the  Restated  Certificate  of
Incorporation  with the Secretary of State of the State of Delaware,  the number
of  Directors  constituting  the Board of  Directors  shall be  eleven  (11) and
thereafter  the  number  of  Directors  shall be as set  forth in or  determined
pursuant to the Amended By-Laws of the  Corporation,  but shall not be more than
twenty-one  (21).  The Board of Directors  shall be divided into three  classes,
designated  Classes I, II and III, the number of  directorships in each of which
Classes shall be as nearly equal in number as possible. At the annual meeting of
stockholders  in 1995,  Directors of Class I were elected for a term expiring at
the 1996 annual meeting of stockholders,  Directors of Class II were elected for
a term  expiring at the 1997 annual  meeting of  stockholders  and  Directors of
Class  III were  elected  for a term  expiring  at the 1998  annual  meeting  of
stockholders. At each succeeding annual meeting of stockholders,  the respective
successors of the Directors  whose terms are expiring shall be elected for terms
expiring  at the annual  meeting of  stockholders  held in the third  succeeding
year.  Vacancies  in the Board of  Directors  may be filled as  provided  in the
Amended  By-Laws.  If the  number of  Director  is  changed,  any  increases  or
decreases shall be apportioned  among the Classes so as to attain or maintain in
each Class a number of Directors  are nearly equal as reasonably  possible.  The
holders of a majority  of the shares  then  entitled  to vote at an  election of
Directors  may remove any  Director  or the entire  Board of  Directors,  for or
without cause.  Notwithstanding the foregoing,  the election,  term, removal and
filling of vacancies with respect to Directors elected separately by the holders
of one or more  series of  Preferred  Stock  other than the  Series A  Preferred
Stock,  shall not be  governed by this  Article  SIXTH,  but rather  shall be as
provided for in the Preferred  Stock  Certificate of  Designation  applicable to
such  series and,  with  respect to the Series A  Preferred  Stock,  shall be as
provided for in Article Fourth,  clause (a) (i) (G) of this Restated Certificate
of Incorporation.

         SEVENTH:  (a)  A  Director  shall  not  be  personally  liable  to  the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director;  provided that this  provision  shall not eliminate or limit
the  liability  of a  Director  (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of the law, (iii)
under Section 174 of the General  Corporation  Law of the State of Delaware,  or
(iv) for any transaction  from which the Director  derives an improper  personal
benefit. If after the filing of this Restated  Certificate of Incorporation with
the Secretary of State of the State of Delaware the General  Corporation  Law of
the  State  of  Delaware  is  amended  to  authorize  corporate  action  further
eliminating or limiting the personal liability of Directors,  then the liability
of a Director of the  Corporation  shall be eliminated or limited to the fullest
extent permitted by the general Corporation Law of the State of Delaware,  as so
amended.



<PAGE>


                  Any repeal or modification  of the foregoing  paragraph by the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection  of a Director of the  Corporation  existing in respect of any act or
omission occurring prior to the time of such repeal or modification.

                  (b) The Corporation shall indemnify, to the fullest extent now
or hereafter  permitted by the General Corporation Law of the State of Delaware,
any  person  who was or is a 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 or has agreed to become a Director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the  Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or by reason of any action alleged to be taken or omitted in
such capacity,  and may to the same extent  indemnify any person who was or is a
party or is threatened to be made a party to such an action,  suit or proceeding
by  reason  of the fact  that he or she is or was or has  agreed  to  become  an
employee  or agent of the  Corporation,  or is or was  serving  or has agreed to
serve at the  request  of the  Corporation  as an  employee  or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  in  connection  with such action,  suit or  proceeding or any appeal
therefrom.

         EIGHTH:  A  Director  of  the  Corporation,   in  determining  what  he
reasonably  believes  to be in the  best  interests  of the  Corporation,  shall
consider the interests of the Corporation's stockholders and, in his discretion,
may consider any of the following:

                  (a)      The interests of the Corporation's employees,
                           suppliers, creditors and customers;

                  (b)      The state of the U.S. and global economy;

                  (c)      Community and societal interests; and

                  (d)      The long-term as well as short-term  interests of the
                           Corporation  and  its  stockholders,   including  the
                           possibility  that these  interests may be best served
                           by the continued independence of the Corporation.

         NINTH:  Election of Directors at an annual or special meeting of
stockholders need not be by written ballot unless the Amended By-Laws of the
Corporation shall so provide.



<PAGE>


         TENTH:  Cumulative voting for the election of Directors shall not be
permitted.

         ELEVENTH:  The Corporation reserves the right at any time and from time
to time to amend,  alter,  change  or repeal  any  provision  contained  in this
Restated  Certificate of Incorporation,  and any other provisions  authorized by
the laws of the State of Delaware at the time in force may be added or inserted,
in the manner now or hereafter  prescribed  herein or by applicable law, and all
rights,   preferences  and  privileges  of  whatsoever   nature  conferred  upon
stockholders,  Directors or any other persons whomsoever by and pursuant to this
Restated  Certificate  of  Incorporation  in its  present  form or as  hereafter
amended are granted  subject to the right  reserved  in this  Article  ELEVENTH;
provided  however,  that any  amendment  or repeal of  Article  SEVENTH  of this
Restated  Certificate of  Incorporation  shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal.


         IN WITNESS WHEREOF,  American Standard Inc. has caused this certificate
to be signed by Richard A.  Kalaher  its Vice  President,  General  Counsel  and
Secretary, and attested by Frederick C. Paine its Assistant Secretary,  this 2nd
day of September, 1998.

                                                          AMERICAN STANDARD INC.


                                              By: ______________________________
                                                         Vice President, General
                                                           Counsel and Secretary



<PAGE>


ATTEST:


By: ________________________________
                  Assistant Secretary


STATE OF NEW JERSEY)
                   )SS:
COUNTY OF MIDDLESEX)

                  On the 2nd day of September,  1998 before me  personally  came
Richard A.  Kalaher and  Frederick C. Paine to me known,  who,  being by me duly
sworn, did depose and say: That they reside in Mendham,  New Jersey and Lebanon,
New Jersey,  respectively;  that they are Vice  President,  General  Counsel and
Secretary, and Assistant Secretary, respectively, of American Standard Inc., the
corporation described in and which executed the foregoing  instrument;  and that
they are authorized to sign their names thereto.


                                                     -----------------------
                                                     Notary Public