WELLS ALUMINUM CORPORATION

                      ARTICLES OF AMENDMENT AND RESTATEMENT


     Wells Aluminum  Corporation,  a Maryland  corporation ("the  Corporation"),
certifies as follows.

     FIRST:  The  Corporation  desires  to amend  and  restate  its  charter  as
currently in effect.

     SECOND:  The following are the provisions of the charter of the corporation
in effect as amended.

          FIRST: The name of the corporation  (herein called the  "Corporation")
     is WELLS ALUMINUM CORPORATION.

          SECOND:  The  purposes  for which the  Corporation  is formed  and the
     business or objects to be carried on and promoted by it are as follows:  to
     manufacture,  own, sell,  import,  export and deal in and with aluminum and
     other metals of all kinds and all combinations or compounds thereof and all
     materials,  supplies  and  articles  which may be produced or  manufactured
     therefrom  and  to  conduct,  perform  or  participate  in  every  kind  of
     commercial  or  manufacturing  enterprise in any part of the world for such
     purpose or any other  lawful  object or  purpose,  to acquire or dispose of
     real property, inventory,  materials, good will and other properties in any
     part of the world in any manner and to the extent  authorized  or permitted
     by law; to borrow or otherwise raise money and issue shares of stock and to
     guaranty  payments of others;  and to engage in any other lawful  business.
     The  Corporation  shall have the general and other powers not  inconsistent
     with law that are appropriate to promote and attain its purposes.

          THIRD:  The address of the principal  office of the Corporation in the
     State of Maryland is c/o United States Corporation  Company,  11 East Chase
     Street,  Baltimore,  Maryland  21202.  The name and address of the resident
     agent  of the  Corporation  in the  State  of  Maryland  is  United  States
     Corporation Company, 11 East Chase Street, Baltimore, Maryland 21202.

          FOURTH:  The total  number of  shares of stock  which the  corporation
     shall have  authority  to issue is  1,100,000  shares,  all of which shares
     shall be Class A Common  Stock,  par value  $.01 per share  (herein  called
     "Common Stock") , with an aggregate par value of $11, 000.

          The  following  is a  statement  of  certain  rights,  qualifications,
     limitations and restrictions in respect of Common Stock of the Corporation.


<PAGE>

          1. Voting Rights.

               A.  General.  The holders of the shares of Common  Stock shall be
          entitled to vote on the  election or removal of the  directors  of the
          Corporation   and  on  all  other  matters  to  be  voted  on  by  the
          stockholders of the Corporation.

               B. One  Vote  Per  Share.  On all  matters  to be voted on by the
          holders of Common  Stock,  the holders of such class shall be entitled
          to one vote for each share thereof held of record.

          2.  Liquidation.   In  the  event  of  any  voluntary  or  involuntary
     liquidation,  dissolution or winding-up of the  corporation,  the assets of
     the corporation  available for  distribution to the holders of Common Stock
     shall  be  distributed  equally,   share  for  share,  to  the  holders  of
     outstanding Common Stock.

          3. Dividends. Each outstanding share of Common Stock shall be entitled
     to participate  equally,  share for share, in any dividends which the Board
     of  Directors  of the  Corporation  may cause to be paid to the  holders of
     shares of Common Stock out of funds  legally  available  for the payment of
     dividends.

          FIFTH:  The number of directors  now in office is ten and the names of
     the directors now in office are as follows:

             Russell W. Kupiec             Elena deCostas
             W. Russell Asher              Todd Goodwin
             Hector Alvarez                Edward R. Heiser
             Lynn F. Brown                 Leo A. McCafferty, Jr.
             Elizabeth Varley Camp         Lewis W. van Amerongen

     No  director  need be a  stockholder  of the  Corporation.  The  number  of
     directors may be changed as provided by the bylaws of the Corporation.

          SIXTH: No holder of stock of any class shall have any preemptive right
     to  subscribe  to or purchase any  additional  shares of any class,  or any
     bonds,  notes,  debentures  or other  obligations  convertible  into stock;
     provided,  however,  that the Board of Directors  may, in  authorizing  the
     issuance of stock of any class,  confer any preemptive right that the Board
     of Directors may deem advisable in connection with such issuance.

          SEVENTH:  The Board of Directors is hereby authorized and empowered to
     authorize  the  issuance,  from time to time, of shares of stock of any and
     all classes,  including  securities  convertible  into or exchangeable  for
     shares  of  stock,  in each  case for such  consideration  as the  Board of
     Directors may deem advisable.


<PAGE>

          EIGHTH: The Corporation reserves the right from time to time to amend,
     alter,  change, add to or repeal any provisions contained in the charter in
     the manner now or hereafter  prescribed or permitted by statute,  including
     any amendment which alters the contract  rights,  as expressly set forth in
     the  charter,  of any  outstanding  stock,  and  all  rights  conferred  on
     stockholders and others herein are granted subject to this reservation.

          NINTH: The Corporation is to have perpetual existence.

          TENTH: To the fullest extent  permitted by Maryland law, as applicable
     from  time to time,  no  person  who at any time  was or is a  director  or
     officer of the Corporation shall be personally liable to the Corporation or
     its  stockholders  for money  damages.  No  amendment of the charter of the
     Corporation or repeal of any of its provisions shall limit or eliminate any
     of the benefits  provided to directors  and officers  under this Article in
     respect of any act or omission  that  occurred  prior to such  amendment or
     repeal.

          ELEVENTH:  The  Corporation  shall  indemnify,  to the fullest  extent
     provided by the general laws of Maryland  now or  hereafter  in force,  all
     persons  who  at  any  time  were  or  are  directors  or  officers  of the
     Corporation  for any  threatened,  pending  or  completed  action,  suit or
     proceeding  (whether  civil,  criminal,  administrative  or  investigative)
     relating  to any  action  alleged  to have been  taken or  omitted  in such
     capacity  as a  director  or an  officer.  The  Corporation  shall  pay  or
     reimburse all reasonable  expenses incurred by a present or former director
     or officer of the Corporation in connection with any threatened, pending or
     completed   action,   suit  or   proceeding   (whether   civil,   criminal,
     administrative or investigative) in which the present or former director or
     officer is a party, in advance of the final  disposition of the proceeding,
     to the fullest extent  permitted by, and in accordance with, the applicable
     requirements  of  Maryland  law  as  applicable  from  time  to  time.  The
     Corporation may indemnify any other persons permitted, but not required, to
     be indemnified by Maryland law, as applicable  from time to time, if and to
     the extent  indemnification  is authorized and determined to be appropriate
     in each case in accordance  with  applicable law by the Board of Directors,
     the  stockholders,  or  special  legal  counsel  appointed  by the Board of
     Directors.  The  Corporation  shall not be required to purchase or maintain
     insurance  on behalf of the any present or former  directors or officers or
     other persons required or permitted to be indemnified.  No amendment of the
     charter of the  Corporation or repeal of any of its provisions  shall limit
     or eliminate any of the benefits  provided to directors and officers  under
     this Article in respect of any act or omission that occurred  prior to such
     amendment or repeal.


                                      -13-
<PAGE>

     THIRD:  Prior  to the  amendment  and  restatement  of the  charter  of the
Corporation,  the authorized stock of the Corporation was 1,100,000  shares,  of
which 975,000 shares,  par value $.01 per share,  were designated Class A Common
Stock,  and 125,000 shares,  par value $.01 per share,  were designated  Class B
Common Stock,  for  an-aggregate par value of all authorized ' stock of $11,000.
At the time of the amendment and restatement,  no shares of Class B Common Stock
were  outstanding.  After giving effect to the amendment  and  restatement,  the
total number of shares of stock which the  Corporation has authority to issue is
1,100,000,  all of which are designated Class A Common Stock, par value $.01 per
share, for an aggregate par value of $11,000.

     FOURTH: The amendment and restatement of the charter of the Corporation was
advised  by the Board of  Directors  and  approved  by the  stockholders  of the
Corporation.

     IN WITNESS WHEREOF the Corporation has caused the Articles of Amendment and
Restatement  to be,  signed  in its name and on its  behalf  on this  16th  day,
December 1997, by its President, who acknowledges that the Articles of Amendment
and  Restatement  are the act of the  Corporation  and that,  to the best of his
knowledge,  information and belief and under  penalties of perjury,  all matters
and facts  contained in these Articles of Amendment and  Restatement are true in
all material respects.


ATTEST:                                       WELLS ALUMINUM CORPORATION


/s/ David J. Raymonda                         By:/s/ Russell W. Kupiec
----------------------------------               -------------------------(SEAL)
Secretary                                        President