EXHIBIT 2.8 



               CERTIFICATE OF OWNERSHIP AND MERGER
                           MERGING
                 UNIROYAL CHEMICAL CORPORATION
                        WITH AND INTO
                 UNIROYAL CHEMICAL COMPANY, INC.


Pursuant to Sections 103 and 253 of the General Corporation Law
of the State of Delaware


     Uniroyal Chemical Corporation ("the Corporation"), a
Delaware corporation, does hereby certify to the following facts
relating to the merger of the Corporation with and into Uniroyal
Chemical Company, Inc. ("UCCI"), a New Jersey corporation, with
UCCI remaining as the surviving corporation:

     First: The Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware ("GCL").  UCCI
is incorporated pursuant to the Business Corporation Act of the
State of New Jersey ("the Act").

     Second: The Corporation owns all of the outstanding shares
of stock of UCCI.

     Third: The Board of Directors of the Corporation, by
consents executed by the individual directors dated the 4th day
of December, 1998, duly adopted resolutions authorizing the
merger of the Corporation with and into UCCI pursuant to Section
253 of the GCL.  A true copy of such resolutions is annexed
hereto as Exhibit A.  Such resolutions have not been modified or
rescinded and are in full force and effect on the date hereof.

     Fourth: Uniroyal Chemical Company, Inc. shall be the
surviving corporation.

     Fifth: The Certificate of Incorporation of Uniroyal Chemical
Company, Inc. shall be the Certificate of Incorporation of the
surviving corporation.

     Sixth: The merger has been consented to by a majority of the
outstanding stock of the Corporation entitled to vote thereon by
consent in lieu of a meeting pursuant to the provisions of
Section 228 of the General Corporation Law of the State of
Delaware, with the holder of 100% of the stock of the Corporation
having so consented.

     Seventh: Uniroyal Chemical Company, Inc., the surviving non-
Delaware corporation, does hereby agree that it may be served
with process in the State of Delaware in any proceeding for
enforcement of any obligation of any constituent corporation of
the State of Delaware, as well as for enforcement of any
obligation of UCCI arising from the merger of UCCI and the
Corporation, including any suit or other proceeding to enforce
the right of any stockholders as determined in appraisal
proceedings pursuant to Section 262 of the General Corporation
Law of the State of Delaware.  UCCI irrevocably appoints the
Secretary of State of the State of Delaware as its agent to
accept service of process in any suit or proceedings identified
above, and does specify the following address to which a copy of
such process shall be mailed by the Secretary of State:

                   Uniroyal Chemical Company, Inc.
                   World Headquarters
                   Benson Road
                   Middlebury, CT 06749
                   Att: General Counsel

     Eighth: The merger shall be effective as of the 9th day of
December, 1998.

     IN WITNESS WHEREOF, Uniroyal Chemical Corporation has caused
this Certificate of Ownership and Merger to be executed by its
Secretary this 4th day of December, 1998.

                                   UNIROYAL CHEMICAL CORPORATION


                                   By: /s/Barry J. Shainman
                                          Barry J. Shainman
                                          Secretary





                                                 EXHIBIT A

                         RESOLUTIONS
                  OF THE BOARD OF DIRECTORS
                             OF
                 UNIROYAL CHEMICAL CORPORATION


MERGER

     RESOLVED, that Uniroyal Chemical Corporation ("the
Corporation"), a Delaware corporation, be merged with and into
Uniroyal Chemical Company, Inc.  ("UCCI"), a wholly owned
subsidiary of the Corporation, with UCCI remaining as the
surviving corporation (the "Surviving Corporation"), all in
accordance with these resolutions, and that the appropriate
officers of the Corporation be and hereby are authorized and
directed to file a Certificate of Ownership and Merger effecting
the Merger with the Secretary of the State of the State of
Delaware; and further

     RESOLVED, that the Certificate of Incorporation of UCCI
shall be the Certificate of Incorporation of the Surviving
Corporation; and further

     RESOLVED, that the By-laws of UCCI as in effect immediately
prior to the Merger shall be the By-laws of the Surviving
Corporation; and further

     RESOLVED, that the directors of UCCI immediately prior to
the Merger shall be the directors of the Surviving Corporation,
each to hold office until their respective successors are duly
elected or appointed and qualified; and further

     RESOLVED, that the appropriate officers of the Corporation,
and each of them hereby is, authorized and directed to execute
and acknowledge in the name and on behalf of the Corporation a
Certificate of Ownership and Merger setting forth, among other
things, a copy of these resolutions and the date of their
adoption; and that such officers are hereby authorized and
directed to cause such executed Certificate of Ownership and
Merger to be filed in the Office of the Secretary of the State of
Delaware, all in accordance with Sections 103 and 253 of the
General Corporation Law of the State of Delaware (the "GCL"); and
further

     RESOLVED, that the Plan of Merger, pursuant to Section
14A:10-5.1 of the Business Corporation Act of the State of New
Jersey and dated the 4th day of December, 1998, is hereby
approved.

     RESOLVED, that upon surrender of any certificates of stock
of the Corporation, UCCI shall issue on a pro rata basis stock of
UCCI to such surrendering shareholders of the Corporation by
issuing one share of UCCI for each share of the Corporation
surrendered.

FIRST SUPPLEMENTAL INDENTURE

     RESOLVED, that the form, terms and provisions of the First
Supplemental Indenture (the "First Supplemental Indenture") to be
executed and delivered on or about December 9, 1998, by the
Corporation, UCCI and State Street Bank and Trust Company, as
trustee (the "Trustee"), and the transactions contemplated
thereby including, without limitation, the assumption by UCCI of
all of the Corporation's obligations under the (i) the Indenture,
dated as of February 8, 1993 (the "Indenture"), between the
Corporation (as successor to UCC Investors Holding, Inc.), and
the Trustee, relating to the 10 1/2% Senior Notes Due 2002 of the
Corporation and (ii) the Securities (as defined in the
Indenture), be, and they hereby are, approved and adopted in all
respects, and the President, any Vice President, the Treasurer,
any Assistant Treasurer, the Secretary, any Assistant Secretary
or any other authorized legal representative of the Corporation
(each, an "Officer" and collectively, the "Officers") be, and
each of them hereby is, authorized and directed to (a) execute
and deliver, in the name and on behalf of the Corporation, the
First Supplemental Indenture and any other agreements and
documents required in connection therewith in substantially the
form hereby approved with such changes therein (substantial or
otherwise) as the Officer executing same shall, by execution
thereof, approve and (b) perform the obligations and carry out
the duties of the Corporation under the First Supplemental
Indenture, the Indenture and the Securities and under all such
other agreements and documents required to be executed and
delivered in connection therewith; and further

CERTIFICATION OF RESOLUTIONS

     RESOLVED, that in connection with the transactions
contemplated in the foregoing resolutions, the Secretary and the
Assistant Secretary of the Corporation be, and each of them
hereby is, authorized, in the name and on behalf of the
Corporation, to certify any more formal or detailed resolutions
as such officers may deem necessary, necessary, desirable or
advisable to effectuate the intent and purposes of the foregoing
resolutions; and that such officers be, and each of them hereby
is, authorized and directed to annex such resolutions to these
resolutions, and thereupon such resolutions shall be deemed the
resolutions of the Board of Directors as if set forth at length
in these resolutions; and further

FURTHER ACTIONS

     RESOLVED, that the appropriate officers of the Corporation
be, and each of hereby is, authorized and empowered in the name
and on behalf of the Corporation to take or cause to be taken any
and all such further actions, to execute and deliver or cause to
be executed and delivered all such other documents, instruments
and agreements, and to make such filings, in the name and on
behalf of the Corporation, to incur and pay all such fees and
expenses and to engage such advisors as they shall in their
judgment determine to be necessary, desirable or advisable to
carry out fully the intent and purposes of the foregoing
resolutions and the execution by such officers of any such
document, instrument or agreement or the payment of any such
expenses or the doing by them of any act in connection with the
foregoing matters shall conclusively establish their authority
therefor and the approval of the documents, instruments or
agreements so executed, the expenses so paid, the filings so made
and the actions so taken; and further

RATIFICATION

     RESOLVED, that all actions previously taken by any director
or officer of the Corporation in connection with the transactions
contemplated by the foregoing resolutions be, and they hereby
are, adopted, ratified, confirmed and approved in all respects.


     The undersigned, Secretary of Uniroyal Chemical Corporation,
a Delaware corporation, does hereby certify that the foregoing
resolutions were duly adopted by the Board of Directors of said
Corporation by consent of all of the members of the Board of
Directors pursuant to Section 141(f) of the General Corporation
Law of the State of Delaware, which consents are dated the 4th
day of December, 1998, and that as of the date hereof such
resolutions have not been amended or repealed and remain in full
force and effect.

     IN WITNESS WHEREOF, I have set my hand in my capacity as
Secretary this 4th day of December 1998.


                                  /s/Barry J. Shainman
                                     Barry J. Shainman
                                     Secretary