CERTIFICATE OF INCORPORATION

                                       OF

                                AEARO CORPORATION

                         AS AMENDED THROUGH MAY 29, 1996

              AEARO CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that:



          FIRST: The name of the Corporation is AEARO CORPORATION.

          SECOND:  The registered office and registered agent of the Corporation
is The Prentice-Hall Corporation System, Inc. 32 Loockerman Square, Suite L-100,
Dover, Kent County, Delaware 19901.

          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 Delaware.

          FOURTH (A): The total  number of shares of stock that the  Corporation
is  authorized  to issue is 400,000 of which  200,000  shares shall be Preferred
Stock having a par value of $0.01 per share,  and of which 200,000  shares shall
be Common Stock having a par value of $0.01 per share.

          FOURTH (B): Pursuant to Section 151 of the General  Corporation Law of
Delaware,  the Board of Directors of the  Corporation  is  authorized  to fix by
resolution or resolutions  the designation of each series of Preferred Stock and
the powers, preferences and relative,  participating,  optional or other special
rights,  qualifications  limitations  and/or  restrictions  thereof,  including,
without  limiting the  generality  of the  foregoing  such  provisions as may be
desired   concerning   voting,   redemption,   dividends,   dissolution  or  the
distribution  of assets,  conversion  or  exchange,  and such other  subjects or
matters as may be fixed by resolution or  resolutions  of the Board of Directors
under the General Corporation Law of Delaware.

          FIFTH: The Board of Directors of the  Corporation,  acting by majority
vote, may alter, amend or repeal the Bylaws of the Corporation.

          SIXTH:   Any  action   required  or  permitted  to  be  taken  by  the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special meeting of such  stockholders  and may not be effected by any consent in
writing by such stockholders.

          SEVENTH:  To the fullest  extent  permitted  by the  Delaware  General
Corporation  Law  (including  the provisions  thereof  regarding  advancement of
expenses),  the  Corporation  shall  indemnify any director or officer or former
director or officer of the  Corporation  and may, at the discretion of the Board
of Directors, indemnify any employee or agent or former employee or agent of the
Corporation  against all  expenses,  judgments,  fines,  ERISA  excise  taxes or
penalties and amounts paid in settlement actually and reasonable incurred by him
or her in connection with any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative, brought by
or in the right of the Corporation or otherwise,  to which he or she was or is a
party or is  threatened  to be made a party by reason of his or her  position or
former  position with the Corporation or by reason of the fact that he or she is
or was  serving,  at the request of the  Corporation,  as a  director,  officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture, trust or other enterprise (including,  without limitation, any employee
benefit  plan);   provided,   however,  the  foregoing  shall  not  require  the
corporation  to indemnify or advance  expenses to any person in connection  with
any action, suit, proceeding, claim or counterclaim initiated by or on behalf of
such person.  Except as otherwise  provided by the Delaware General  Corporation
Law as  the  same  exists  or may  hereafter  be  amended,  no  director  of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for monetary  damages for breach of fiduciary duty as a director.  Any repeal or
modification  of this Article  SEVENTH by the  stockholders  of the  Corporation
shall not  adversely  affect any right of protection of a director or officer of
the  Corporation  existing  at the time of such repeal or  modification.  To the
fullest extent permitted by the Delaware General  Corporation Law, the foregoing
rights in this  Article  SEVENTH  shall be deemed to be a contract  between  the
Corporation  and each director or officer who served or serves at any time while
this Article  SEVENTH is in effect.  Any right or  protection of an officer or a
director  of the  Corporation  under this  Article  SEVENTH  shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.