RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                THE RIVAL COMPANY

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               Pursuant to Section 245 of the General Corporation
                          Law of the State of Delaware
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         The undersigned, being the President of The Rival Company, a Delaware
corporation (the "Corporation"), in order to restate in its entirety the
Corporation's Certificate of Incorporation (as heretofore amended), hereby
certifies as follows:

         1. The present name of the Corporation is The Rival Company, and the
name under which the Corporation was incorporated was Rival Manufacturing
Company;

         2. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of the State of Delaware on the 7th day of
April, 1986 under the name of Rival Manufacturing Company. A Certificate of
Ownership and Merger merging Rival Manufacturing Company, a Missouri
corporation, with and into the Corporation was filed in the office of the
Secretary of State of the State of Delaware on the 16th day of April, 1986. A
Certificate of Amendment to the Certificate of Incorporation of the Corporation
was filed in the Office of the Secretary of State of the State of Delaware on
the 9th day of November, 1987. A Certificate of Change of Registered Agent and
Registered Office was filed in the Office of the Secretary of State of the state
of Delaware on February 10, 1989. A Certificate of Ownership and Merger merging
The Rival Company (formerly, Rival Holdings, Inc.), a Delaware corporation and
the parent company of the Corporation, with and into the Corporation and further
amending the Certificate of Incorporation of the Corporation to, among other
things, change the Corporation's name to The Rival Company and to change the
authorized capital stock of the Corporation, was filed in the office of the
Secretary of state of the State of Delaware on the 2nd day of June, 1992.

         3. The Board of Directors of the Corporation, by unanimous written
consent, duly adopted this Restated Certificate of Incorporation in accordance
with Section 245 of the General Corporation Law of the State of Delaware. Since
this Restated Certificate of Incorporation only restates and integrates and does
not further amend the provisions of the Corporation's Certificate of
Incorporation as heretofore amended, and there is not discrepancy between those
provisions of the Certificate of Incorporation and the provisions of this
Restated Certificate of Incorporation, the Board of Directors duly adopted this
Restated Certificate of Incorporation without a vote of the Corporation's
stockholders.
<PAGE>

         4. The Certificate of Incorporation of the Corporation is hereby
restated to read in its entirety as follows:

        "1. The name of the Corporation is The Rival Company.

         2. The address of the registered office of the Corporation in Delaware
is 1290 Orange Street, in the City of Wilmington, County of New Castle, and the
name of the registered agent at such address is The Corporation Trust Company.

         3. 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.

         4. The total number of shares of stock which the Corporation is
authorized to issue is 15,000,000 shares of Common Stock, par value $.01 per
share.

         5. Except as required in the By-Laws, no election of directors need be
by written ballot.

         6. The Board of Directors shall have the power to make, alter, or
repeal By-Laws subject to the power of the stockholders to alter or repeal the
By-Laws made or altered by the Board of Directors.

         7. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
this Article 7 by the stockholders of the Corporation shall not adversely affect
any right existing at the time of such repeal or modification.

         8. The Corporation shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended. Expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount of it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation. Such
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate. Any repeal
or modification of this Article 8 by the stockholders of the Corporation shall
not adversely affect any right or protection of an officer, director, employee
or agent of the Corporation existing at the time of such repeal or modification.
<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be executed by Thomas K. Manning, its President,
and attested by Stanley D. Biggs, its Secretary, this 18th day of June, 1992.

                                             THE RIVAL COMPANY

                                    By:  /s/ Thomas K. Manning
                                         -----------------------------
                                             Thomas K. Manning
                                             President

ATTEST


By: /s/ Stanley D. Biggs
    -----------------------------------
         Stanley D. Biggs
         Secretary

<PAGE>




                            CERTIFICATE OF AMENDMENT

                                       OF

                    THE RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                THE RIVAL COMPANY


                                    * * * * *


  The Rival Company, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,


  DOES HEREBY CERTIFY:

  FIRST: That the Board of Directors of The Rival Company, Inc., (the
"Corporation") by the unanimous written consent of its members, filed with the
minutes of the Board, duly adopted a resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of said corporation:

     RESOLVED, that the Restated Certificate of Incorporation of the Corporation
     be amended by changing the Fourth Article of Section Four thereof so that,
     as amended, said Article shall be and read as follows:

        "The total number of shares of stock which the corporation shall have
        authority to issue is three thousand (3,000) shares of common stock,
        $.01 par value per share. "

  SECOND: That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

  THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.





<PAGE>



  IN WITNESS WHEREOF, The Rival company has caused this certificate to be signed
by Jordan A. Kahn, its Chief Executive Officer, this 15th day of March, 1999.


                                THE RIVAL COMPANY


                                By: /s/ Jordan A. Kahn
                                    ---------------------------------------
                                    Jordan A. Kahn, Chief Executive Officer