EXHIBIT 3.1  P&F INDUSTRIES, INC.  RESTATED CERTIFICATE OF INCORPORATION OF P&F INDUSTRIES, INC.  It
is hereby certified that:  1.(a) The present name of the corporation
(herein- after called the corporation) is P&F Industries, Inc.  (b) The name under which the corporation was originally incorporated is
Plastics & Fibers, Inc.; and the date of filing the original certificate
of incorporation of the corporation with the Secretary of State of the State of
Delaware is April 19, 1963.  2.The provisions of the certificate of
incorporation of the corporation as heretofore amended and/or supplemented, are
hereby restated and integrated into the single instrument which is hereinafter
set forth, and which is entitled Restated Certificate of Incorporation of P&F
INDUSTRIES, INC. without any further amendment and without any discrepancy
between the provisions of the certificate of incorporation as heretofore
amended and supplemented and the provisions of the said single instrument
hereinafter set forth.  3.The restatement of the restated certificate
of incorporation herein certified has been duly adopted by the board of
directors in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware. The capital of the corporation will
not be reduced under or by reason of this Restated Certificate of
Incorporation.  4.The certificate of incorporation of the
corporation, as restated herein, shall upon the effective date of this Restated
Certificate of Incorporation, read as follows:  Restated Certificate of Incorporation -of- P&F INDUSTRIES, INC.  We,
the undersigned, for the purpose of associating to establish a corporation for
the transaction of the business and the promotion and conduct of the objects
and purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware (particularly Chapter 1,
Title 8 of the 1953 Delaware Code and the acts amendatory thereof and
supplemental thereto, and known as the General Corporation Law of the State of
Delaware), do make and file this Certificate of Incorporation in writing and
do hereby certify as follows, to wit:  FIRST: The
name of the Corporation (hereinafter called the Corporation) is P&F
INDUSTRIES, INC.  SECOND: The
respective names of the County and of the City within the County in which the
principal office of the corporation is to be located in the State of Delaware
are the County of Kent and the City of Dover. The name of the resident agent of
the corporation is The Prentice-Hall Corporation System, Inc. The street and
number of said principal office and the address by street and number of said
resident agent is 229 South State Street, Dover, Delaware.  THIRD: The
nature of the business of the corporation and the objects or purposes to be
transacted, promoted or carried on by it are as follows:  1


To
manufacture, process and distribute at wholesale or retail, or otherwise,
products made of metals, plastics and fibers, including, among other things,
pipes, fittings, valves, pumps, boilers, gauges, controls and any and all kinds
of machinery and equipment used or useful in heating, cooling, treating,
processing, conditioning and conveying air, gases, fluids and materials, and building
and construction materials and equipment.  To
design, construct and deal in machinery, tools, dies and equipment as well as
mills and plants for the manufacture or processing of any of the foregoing
products.  To
acquire by purchase, subscription, contract or otherwise, and to invest in,
hold for investment or otherwise, to pledge and otherwise realize upon and to
sell, contract to sell and dispose of all forms of securities, real and
personal property, including, but not by way of limitations shares, stocks,
bonds, debentures, notes, warrants, rights, options, certificates of deposit,
mortgages, evidences of indebtedness, certificates of indebtedness and
certificates of interest issued or created, or to be issued or created in any
and all parts of the world by corporations, associations, partnerships,
trustees, syndicates, individuals, governments, states, municipalities and
other political and governmental divisions and subdivisions, or by any
combinations, organizations or entities whatsoever, irrespective of their form
or the name by which they may be described, and all trust, participation, and
other certificates of, and receipts evidencing interest in any such securities;
to exercise any and all rights, powers and privileges of individual ownership
or interest in respect of any and all such securities, real and personal
property, or evidences of interest therein, including the right to vote thereon
and to consent and otherwise act with respect thereto; to do any and all acts
and things for the preservation, protection, improvement and enhancement in
value of any and all such securities, or evidences of interest therein, and to
aid by loan, subsidy, guaranty or otherwise those issuing, creating or
responsible for any bonds or other evidences of indebtedness or stock or
certificates of interest therein, or other securities owned or hold by this
corporation or by any corporation in which this corporation may have an
interest as stockholder or otherwise, or those developing, promoting or
otherwise operating on any real estate owned or held by this corporation; to
acquire and become interested in any such securities or evidences of interest
therein, as aforesaid, by original subscription, participation in syndicates or
otherwise and irrespective of whether or not such securities or evidences of
interest therein be fully paid or subject to further payments; to make payment
thereon as called for in advance of calls or otherwise.  To
acquire by purchase, exchange, concession, easement, contract, lease or otherwise,
to hold, own, use, control, manage, improve, maintain and develop, to mortgage,
pledge, grant, sell, convey, exchange, assign, divide, lease, sublease, or
otherwise encumber and dispose of, and to deal and trade in, real estate
improved or unimproved, lands, leaseholds, options, concessions, easements,
tenements, hereditaments and interests in real, mixed, and personal property,
of every kind and description wheresoever situated, and any and all rights
therein.  To
manufacture, process, purchase, sell and generally to trade and deal in and
with goods, wares and merchandise of every kind, nature and description, and to
engage and participate in any mercantile, industrial or trading business of any
kind or character whatsoever.  To
apply for, register, obtain, purchase, lease, take licenses in respect of or
otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to
account, grant licenses and immunities in respect of, manufacture under and to
introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any
manner deal with and contract with reference to:  (a)inventions, devices, formulae, processes and
any improvements and modifications thereof;  (b)Letters patent, patent rights, patented
processes, copyrights, designs, and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or recognized under
the laws of the United States of America or of any state or subdivision
thereof, or of any foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;  (c)Franchises, licenses, grants and concessions.  To
make, enter into, perform and carry out contracts of every kind and description
with any  2


person,
firm, association, corporation or government or subdivision thereof.  To
acquire by purchase, exchange or otherwise, all, or any part of, or any
interest in, the properties, assets, business and good will of any one or more
persons, firms, associations or corporations heretofore or hereafter engaged in
any business for which a corporation may now or hereafter be organized under
the laws of the State of Delaware; to pay for the same in cash, property or its
own or other securities; to hold, operate, reorganize, liquidate, sell or in
any manner dispose of the whole or any part thereof; and in connection
therewith, to assume or guarantee performance of any liabilities, obligations
or contracts of such persons, firms, associations or corporations, and to conduct
the whole or any part of any business thus acquired.  To
lend its uninvested funds from time to time to such extent, to such persons,
firms, associations, corporations, governments or subdivisions thereof, and on
such terms and on such security, if any, as the Board of Directors of the
corporation may determine.  To
endorse or guarantee the payment of principal, interest or dividends upon, and
to guarantee the performance of sinking fund or other obligations of, any
securities, and to guarantee in any way permitted by law the performance of any
of the contracts or other undertakings in which the corporation may otherwise
be or become interested, of any person, firm, association, corporation,
government or subdivision thereof, or of any other combination, organization or
entity whatsoever.  To
borrow money for any of the purposes of the corporation, from time to time, and
without limit as to amount; from time to time to issue and sell its own
securities in such amounts, on such terms and conditions, for such purposes and
for such prices, now or hereafter permitted by the laws of the State of
Delaware and by this Certificate of Incorporation, as the Board of Directors of
the corporation may determine; and to secure such securities by mortgage upon,
or the pledge of, or the conveyance or assignment in trust of, the whole or any
part of the properties, assets, business and good will of the corporation, then
owned or thereafter acquired.  To
draw, make, accept, endorse, discount, execute, and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or
transferable instruments and evidences of indebtedness whether secured by
mortgage or otherwise, as well as to secure the same by mortgage or otherwise,
so far as may be permitted by the laws of the State of Delaware.  To
purchase, hold, cancel, reissue, sell, exchange, transfer or otherwise deal in
its own securities from time to time to such an extent and in such manner and
upon such terms as the Board of Directors of the corporation shall determine;
provided that the corporation shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause any
impairment of its capital, except to the extent permitted by law; and provided
further that shares of its own capital stock belonging to the corporation shall
not be voted upon directly or indirectly.  To
organize or cause to be organized under the laws of the State of Delaware, or
of any other State of the United States of America, or of the District of
Columbia, or of any territory, dependency, colony or possession of the United
States of America, or of any foreign country, a corporation or corporations for
the purpose of transacting, promoting or carrying on any or all of the objects
or purposes for which corporations may be organized, and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or corporations or to
cause the same to be dissolved, wound up, liquidated, merged or consolidated.  To
conduct its business in any and all of its branches and maintain offices both
within and without the State of Delaware, in any and all States of the United
States of America, in the District of Columbia, in any or all territories,
dependencies, colonies or possessions of the United States of America, and in
foreign countries.  To
carry out all or any part of the foregoing objects and purposes in any and all
parts of the world and to conduct business in all or any of its branches as
principal, factor, agent, contractor or otherwise, either alone or through or
in conjunction with any corporations, associations, partnerships, firms,
trustees, syndicates, individuals, organizations and other entities located in
or organized under the laws of any part of the world, and, in carrying out,
conducting or performing its business and attaining or  3


furthering
any of its objects and purposes, to maintain offices, branches and agencies in
any part of the world, to make and perform any contracts and to do any acts and
things, and to carry on any business, and to exercise any powers suitable,
convenient or proper for the accomplishment of any of the objects and purposes
herein specified or which at any time may appear conducive to or expedient for
the accomplishment of any of such objects and purposes and which might be
engaged in or carried on by a corporation formed under the General Corporation
Law and to have and exercise all of the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law.  The
foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of
this Certificate of Incorporation; provided, that the corporation shall not
carry on any business or exercise any power in the State of Delaware or in any
state, territory, or country which under the laws thereof the corporation may
not lawfully carry on or exercise.  FOURTH: The
total number of shares that may be issued by the Corporation is 11,020,000, of
which 7,000,000 shares of the par value of $1 each shall be Class A Common Stock,
2,000,000 shares of the par value of $1 each shall be Class B Common Stock,
2,000,000 shares of the par value of $10 each shall be Preferred Stock, and
20,000 shares of the par value of $10 each shall be Prior Preferred Stock. Any
and all shares issued, for which the full consideration has been paid or
delivered, shall be deemed fully paid stock and the holders of such shares
shall not be liable for any further call or assessment or any payment thereon.  The
designations, preferences, privileges and voting powers of the shares of the
Prior Preferred Stock and the restrictions or qualifications thereof are as
follows:  The
holders of Prior Preferred Stock shall be entitled to receive out of any funds
of this Corporation at the time legally available for the declaration of
dividends, dividends at the rate of five percent (5%) per annum of the par
value thereof, and no more, payable in cash annually or at such intervals as
the Board of Directors may from time to time determine, when and as declared by
the Board of Directors. Such dividends shall accrue from the date of issuance
of the respective Prior Preferred Stock and shall accrued from day to day,
whether or not earned or declared.  Such
dividends shall be payable before any dividends shall be declared or paid upon
or set apart for the Common or Preferred Stock and shall be cumulative, so that
if in any year or years dividends upon the outstanding Prior Preferred Stock at
the rate of five percent (5%) per annum of the par value thereof shall not have
been paid thereon or declared and set apart therefor, the amount of the
deficiency shall be fully paid or declared and set apart for payment, but
without interest, before any distribution whether by way of dividend or
otherwise, shall be declared or paid upon, or set apart for, the Common or
Preferred Stock.  In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, the holders of the shares of Prior Preferred
Stock shall be entitled to receive out of the assets of this Corporation
(whether from capital or surplus or both) $10 per share before any distribution
shall be made to the holders of Common or Preferred Stock and thereafter the
holders of the share of Prior Preferred Stock shall not be entitled to share in
the assets of the Corporation remaining after such payment.  If, upon such liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation shall be
insufficient to permit the payment in full to the holders of Prior Preferred
Stock, then the entire assets of the Corporation shall be distributed ratably
among the holders of the shares of Prior Preferred Stock. The foregoing
provisions of this paragraph shall not, however, be deemed to require the
distribution of assets among the holders of shares of Prior Preferred Stock in
the event of a consolidation, merger, lease or sale which does not in fact
result in the liquidation, dissolution or winding up of the enterprise.  4


The
Corporation, at the option of the Board of Directors, may redeem the whole or
from time to time may redeem any part of the Prior Preferred Stock on any
dividend date by paying in cash therefore Eleven Dollars ($11) per share, and,
in addition to the aforementioned amount, an amount in cash equal to all
dividends on preferred stock unpaid and accumulated as provided in this Article FOURTH,
whether earned or declared or not, to and including the date fixed for
redemption, such sum being hereinafter sometimes referred to as the redemption
price. In case of the redemption of a part only of the outstanding Prior
Preferred Stock, this Corporation shall designate by lot, in such manner as the
Board of Directors may determine, the shares to be redeemed, or shall effect
such redemption pro rata. Less than all of the Prior Preferred Stock at any
time outstanding may not be redeemed until all dividends accrued and in arrears
upon all Prior Preferred Stock outstanding shall have been paid for all past
dividend periods, and until full dividends for the then current dividend period
on all Prior Preferred Stock then outstanding, other than the shares to be
redeemed, shall have been paid or declared and the full amount thereof set
apart for payment. At least thirty (30) days previous notice by mail, postage
prepaid, shall be given to the holders of record of the Prior Preferred Stock
to be redeemed, such noticed to be addressed to each such shareholder at his
post-office address as shown by the records of this Corporation.  On or after the date fixed for redemption and
stated in such notice, each holder of Prior Preferred Stock called for
redemption shall surrender his certificate evidencing such shares to this
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price.  In case less than all the shares represented
by any such surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares. If such notice of redemption shall
have been duly given, and if on the date fixed for redemption funds necessary
for the redemption shall be available therefor, then, notwithstanding that the
certificates evidencing any Prior Preferred Stock so called for redemption
shall not have been surrendered, the dividends with respect to the shares so
called for redemption shall cease to accrue after the date fixed for redemption
and all rights with respect to the share so called for redemption shall
forthwith after such date cease and determine, except only the right of the
holders to receive the redemption price without interest upon surrender of
their certificates therefor.  If
on or prior to any date fixed for redemption of Prior Preferred Stock, this
Corporation deposits with any bank or trust company in the City of New York,
State of New York, or in the City of Dover, State of Delaware, as a trust fund
a sum sufficient to redeem on the date fixed for redemption thereof, the shares
called for redemption, with irrevocable instructions and authority to the bank
or trust company to give the notice of redemption thereof if such notice shall
not previously have been given by this Corporation, or to complete the giving
of such notice if theretofore commenced, and to pay on and after the date fixed
for redemption or prior thereto the redemption price of the shares to their
respective holders upon the surrender of their share certificates, then from
and after the date of the deposit (although prior to the date fixed for
redemption), the shares so called shall be deemed to be redeemed and dividends
on those shares shall cease to accrue after the date fixed for redemption.  The deposit shall be deemed to constitute
full payment of the shares to their holders and from and after the date of the
deposit the shares shall be deemed to be no longer outstanding, and the holders
thereof shall cease to be shareholders with respect to such shares, and shall
have no rights with respect thereto except the right to receive from the bank
or trust company payment of redemption price of the shares without interest,
upon the surrender of their certificates therefor.  Any
moneys deposited by the Corporation pursuant to this paragraph and unclaimed at
the end of six years from the date fixed for redemption shall be repaid to the
Corporation upon its request expressed in a resolution of its Board of
Directors.  Except
as otherwise provided by law or by this Certificate of Incorporation, the
holders of Prior Preferred Stock shall not be entitled to notice of any
shareholders meeting, or to vote upon the election of directors or upon any
question affecting the management or affairs of this Corporation.  If
at any time two (2) or more annual dividends (whether consecutive or not) on
the Prior Preferred Stock shall be in default, in whole or in part, the holders
of Prior Preferred Stock as a class  5


shall
be entitled to elect the smallest number of directors which will constitute a
majority of the authorized number of directors. At such time as all dividends
accrued on the outstanding Prior Preferred Stock have been paid or declared and
set apart for payment, the rights of the holders of Prior Preferred Stock to
vote as provided in this paragraph shall cease, subject to renewal from time to
time upon the same terms and conditions.  At
any time after the voting power to elect a majority of the Board of Directors
shall have become vested in the holders of Prior Preferred Stock as provided in
this paragraph, the secretary of this Corporation may, and upon the request of
the record holders of at least ten percent (10%) of the Prior Preferred Stock
then outstanding addressed to him at the principal office of this Corporation,
shall call a special meeting of stockholders for the election of directors, to
be held at the place and upon the notice provided in the By-Laws of the
Corporation for the holding of annual meetings. 
If such meeting shall not be so called within ten (10) days after
personal service of the request, or within fifteen (15) days after mailing of
the same by registered mail within the United States of America then the record
holders of at least ten percent (10%) of the Prior Preferred Stock then
outstanding may designate in writing one of their number to call such meeting,
and the person so designated may call such meeting at the place and upon the
notice above provided, and for that purpose, shall have access to stock books
of the Corporation. At any meeting so called or at any annual meeting held
while the holders of the Prior Preferred Stock have the voting power to elect a
majority of the Board of Directors, the holders of a majority of the then
outstanding Prior Preferred Stock present in person or by proxy shall be
sufficient to constitute a quorum for the election of directors as herein
provided.  The terms of office of all
persons who are directors of the Corporation at the time of such meeting shall
terminate upon the election at such meeting by the holders of the Prior
Preferred Stock of the number of directors they are entitled to elect, and the
persons so elected as directors by the holders of Prior Preferred Stock,
together with such persons, if any, as may be elected as directors by the
holders of the Common and/or Preferred Stock, shall constitute the duly elected
directors of this Corporation.  In the
event the holders of the Common and/or Preferred Stock fail to elect the number
of directors which they are entitled to elect at such meeting, additional
directors may be appointed by the directors elected by the holders of the Prior
Preferred Stock.  Whenever
the holders of the Prior Preferred Stock shall be divested of such voting power
as hereinabove in this paragraph provided, the term of office of all persons
who are at the time directors of the Corporation shall terminate upon the
election of their successors.  As
long as any Prior Preferred Stock is outstanding, the Corporation shall not,
without the approval (by vote or written consent, as provided by law) of the
holders of two-thirds of the outstanding Prior Preferred Stock:  1.Amend or repeal any provision of, or add any
provision to the Corporations Certificate of Incorporation (which term shall
include certificates of determination of preferences, and any future agreements
of consolidation or merger) if such action would alter or change the
preferences, rights, privileges or powers of, or the restrictions provided for
the benefit of any Prior Preferred Stock so as to affect such Prior Preferred
Stock adversely; or  2.Authorize or create shares of any class of stock
having any preference or priority as to dividends or assets superior to or on a
parity with any such preference or priority of the Prior Preferred Stock, or
authorize or create shares of stock of any class or any bonds, debentures,
notes or other obligations convertible into or exchangeable for, or having
optional rights to purchase, any shares of stock of the Corporation having any
such preference or priority; or  3.Reclassify any Common Stock, or any other
shares of stock hereafter created junior to the Prior Preferred Stock as to
dividends or assets into Prior Preferred Stock or into shares having any
preference or priority as to dividends or assets superior to or on a parity
with that of the Prior Preferred Stock; or  4.Sell, lease, convey, exchange, transfer or
otherwise dispose of all or substantially all of the property and assets of the
Corporation.  6


The
Preferred Stock shall have the following voting powers, designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof:  1.Except as otherwise provided herein, shares
of Common Stock and Preferred Stock shall be equal in all respects.  2.The Preferred Stock may be issued from time
to time in one or more series, each of such series to have such voting powers
(full or limited or without voting powers), designation, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof as are stated and expressed herein, or in a
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors as hereinafter provided.  3.Authority is hereby granted to the Board of
Directors to create one or more series of Preferred Stock and, with respect to
each series, to fix by resolution or resolutions providing for the issue of
such series;  (a)the number of shares to constitute each such
series and the distinctive designation thereof;  (b)the dividend rate on the shares of such
series, the dividend payment dates, the periods in respect of which dividends
are payable (dividend periods), whether such dividends shall be cumulative,
and, if cumulative, the date or dates from which dividends shall accumulate and
the medium in which such dividends shall be payable, including whether or not
such dividends shall be payable in Common Stock of the Corporation;  (c)whether or not the shares of such series
shall be redeemable, on what terms, including the redemption prices which the
shares of such series shall be entitled to receive upon the redemption thereof;  (d)whether or not the shares of such series
shall be subject to the operation of retirement or sinking funds to be applied
to the purchase or redemption of such shares for retirement and, if such
retirement or sinking fund or funds be established, the annual amount thereof
and the terms and provisions relative to the operation thereof;  (e)whether or not the shares of such series
shall be convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
stock of the corporation and the conversion price or prices or rate or rates,
or the rate or rates at which such exchange may be made, with such adjustment,
if any, as shall be stated and expressed or provided in such resolution or
resolutions;  (f)the preference, if any, and the amounts
thereof, which the shares of such series shall be entitled to receive upon the
voluntary and involuntary dissolution of the operation;  (g)the voting power, if any, of the shares of
such series; and  (h)such other terms, conditions, special rights
and protective provisions as to the Board of Directors may seem advisable.  Notwithstanding
the fixing of the number of shares constituting a particular series upon the
issuance thereof, the Board of Directors may at any time thereafter authorize
the issuance of additional shares of the same series.  4.No dividend shall be declared and set apart
for payment on any series of Preferred Stock in respect of any dividend period
unless there shall likewise be or have been paid, or declared and set apart for
payment, on all shares of Preferred Stock of each other series entitled to
cumulative dividends at the time outstanding which ranks equally as to
dividends with the series in question, dividends ratably in accordance with the
sums which would be payable on the said shares through the end of the last
preceding dividend period if all dividends were declared and paid in full.  5.If upon any dissolution of the Corporation,
the assets of the Corporation distributable among the holders of any one or
more series of Preferred Stock which are (i) entitled to a preference over the
holders of the Common Stock upon such dissolution, and (ii) rank equally in
connection with any such distribution, shall be insufficient to pay in full the
preferential amount to which  7


the
holders of such shares shall be entitled, then such assets, or the proceeds
thereof, shall be distributed among the holders of each such series of the
Preferred Stock ratably in accordance with the sums which would be payable on
such distribution if all sums payable were discharged in full.  Except
as otherwise provided by law or by this Certificate of Incorporation or by the
resolutions of the Board of Directors providing for the issuance of Preferred
Stock, the holders of Class A Common Stock shall have the sole right to notice
of and to vote at meetings of stockholders. 
No holder of Class B Common Stock shall have any right to vote except as
otherwise provided by law or by this Certificate of Incorporation.  In
case there shall be presented to the holders of Class A Common Stock for their
approval any proposal to:  (a)
effect a merger or consolidation of the Corporation;  (b)
dissolve the Corporation;  (c)
sell, lease or exchange all or substantially all of the property and assets of
the Corporation, then the holders of Class B Common Stock shall have the right
to vote on such proposal, voting together with the holders of Class A Common
Stock as a single class.  When
and as dividends are declared, whether payable in cash, in property or in
shares of stock of the Corporation, the holders of Class B Common Stock and the
holders of Class A Common Stock shall be entitled to share equally, share for
share, in such dividends, except that if dividends are declared which are
payable in shares of Class B Common Stock or Class A Common Stock, dividends shall
be declared which are payable at the same rate in both classes of stock and the
dividends payable in shares of Class B Common Stock may be payable to holders
of that class of stock and the dividends payable in shares of Class A Common
Stock may be payable to holders of that class of stock.  If
the Corporation shall in any manner subdivide or combine the outstanding shares
of one class of Common Stock, the outstanding shares of the other class of
Common Stock shall be proportionately subdivided or combined.  All
shares of Class B Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges.  No
holder of any of the shares of the stock of the Corporation of any class shall
be entitled as of right to purchase or subscribe for any unissued stock of any
class or any additional shares of any class to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class, or
bonds, certificates of indebtedness, debentures or other securities convertible
into stock of the Corporation, or carrying any right to purchase stock of any
class but any such unissued stock or such additional authorized issue of any
stock or of other securities convertible into stock, or carrying any right to
purchase stock, may be issued and disposed of pursuant to resolution of the
Board of Directors to such persons, firms, corporations or associations and
upon such terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.  FIFTH: The
minimum amount of capital with which the corporation will commence business is
One Thousand Dollars.  SIXTH: The
names and places of residence of each of the incorporators are as follows:  NAME
  
  PLACE OF
  RESIDENCEGrace
  Rossler
  
  New
  York, New YorkJoy
  L. Dekle
  
  New
  York, New YorkGrace
  X. Bahler
  
  New
  York, New York  SEVENTH: The
corporation is to have perpetual existence.  EIGHTH: The
private property of the stockholders of the corporation shall not be subject to
the payment of corporate debts to any extent whatever.  8


NINTH: For
the management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation and regulation of the powers
of the corporation and of its directors and stockholders, it is further
provided:  1.The number of directors of the corporation
shall be as specified in the By-Laws of the corporation but such number may
from time to time be increased or decreased in such manner as may be prescribed
by the By-Laws.  In no event shall the
number of directors be less than three. The election of directors need not be
by ballot.  Directors need not be
stockholders.  2.In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board of Directors
is expressly authorized and empowered:  (a)To make, alter, amend, and repeal By-Laws,
subject to the power of the stockholders to alter or repeal the By-Laws made by
the Board of Directors  (b)Subject to the applicable provisions of the
By-Laws then in effect, to determine, from time to time, whether and to what
extent and at what times and places and under what conditions and regulations
the accounts and books of the corporation or any of them shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the corporation, except as conferred
by the laws of the State of Delaware unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the corporation.  (c)Without the assent or vote of the
stockholders, to authorize and issue obligations of the corporation, secured or
unsecured, to include therein such provisions as to redeemability, convertibility
or otherwise, as the Board of Directors, in its sole discretion, may determine,
and to authorize the mortgaging or pledging, as security therefor, of any
property of the corporation, real or personal, including after-acquired
property.  (d)To establish bonus, profit-sharing or other
types of incentive or compensation plans for the employees (including officers
and directors) of the corporation and to fix the amount of profits to be
distributed or shared and to determine the persons to participate in any such
plans and the amounts of their respective participations.  In
addition to the powers and authorities hereinbefore or by statute expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware,
of the Certificate of Incorporation and of the By-Laws of the corporation.  3.Any director or any officer elected or
appointed by the stockholders or by the Board of Directors may be removed at
any time in such manner as shall be provided in the By-Laws of the corporation.  4.In the absence of fraud, no contract or other
transaction between the corporation and any other corporation, and no act of
the corporation, shall in any way be affected or invalidated by the fact that
any of the directors of the corporation are pecuniarily or otherwise interested
in, or are directors or officers of, such other corporation; and, in the
absence of fraud, any director, individually, or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation; provided, in any
case, that the fact that he or such firm is so interested shall be disclosed or
shall have been known to the Board of Directors or a majority thereof; and any
director of the corporation who is also a director or officer of any such other
corporation, or who is also interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
corporation which shall authorize any such contract, act or transaction and may
vote thereat to authorize any such contract, act or transaction, with like
force and effect as if he were not such director or officer of such other
corporation, or not so interested.  5.Any contract, act or transaction of the
corporation or of the directors may be ratified by a vote of a majority of the
shares having voting powers at any meeting of stockholders, or at any special
meeting called for such purpose, and such ratification shall, so far as
permitted by law and by this Certificate of Incorporation, be as valid and as
binding as though ratified by every stockholder of the  9


corporation.  TENTH: From
time to time any of the provisions of this Certificate of Incorporation may be
amended, altered or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted in the
manner and at the time prescribed by said laws, and all rights at any time
conferred upon the stockholders of the corporation by this Certificate of
Incorporation are granted subject to the provisions of this Article TENTH.  ELEVENTH: No
director shall 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 the directors 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 law, (iii) under section 174
of the General Corporation Law of Delaware, as such section may be amended
from time to time, or (iv) for any transaction from which the director derived
an improper personal benefit.  Executed
at Farmingdale, New York on May 26, 1999.  /s/
  Joseph
  A. MolinoJoseph
  A. MolinoVice
  President  10