CERTIFICATE OF INCORPORATION

                                       OF

                                 GAF NEWCO INC.

            THE  UNDERSIGNED,  being  a  natural  person  for  the  purposes  of
organizing  a  corporation  under the  General  Corporation  Law of the State of
Delaware, hereby certifies that:

            FIRST:  The name of the Corporation is GAF Newco Inc.

            SECOND:  The address of the registered  office of the Corporation in
the State of Delaware  is 32  Loockerman  Square,  Suite  L-100,  City of Dover,
County  of Kent,  State of  Delaware.  The name of the  registered  agent of the
Corporation  in the  State of  Delaware  at such  address  is The  Prentice-Hall
Corporation System, Inc.

            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 the State of Delaware, as from time to time amended.

            FOURTH:  The  total  number of shares  of  capital  stock  which the
Corporation shall have authority to issue is 1,000, all of which shares shall be
Common Stock having a par value of $.001.

            FIFTH: The name and mailing address of the incorporator is Shelley
A. Sorkin, c/o ISP Management Company, Inc., 1361 Alps Road, Wayne, New Jersey
07470.

            SIXTH: In furtherance and not in limitation of the powers  conferred
by law,  subject to any  limitations  contained  elsewhere in these  articles of
incorporation, By-laws of the Corporation may be adopted, amended or repealed by
a majority of the board of directors of the Corporation, but any By-laws adopted
by the  board of  directors  may be  amended  or  repealed  by the  stockholders
entitled to vote thereon. Election of directors need not be by written ballot.

            SEVENTH: (a) A director of the Corporation shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary


<PAGE>
duty as a director,  except (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders,  or (ii) for acts or omissions which are
not in good faith or which involve  intentional  misconduct or knowing violation
of the law, or (iii) for any matter in respect of which such  director  shall be
liable under Section 174 of Title 8 of the General  Corporation Law of the State
of Delaware or any amendment thereto or successor provision thereto, or (iv) for
any transaction from which the director shall have derived an improper  personal
benefit.  Neither amendment nor repeal of this paragraph (a) nor the adoption of
any  provision  of the  Certificate  of  Incorporation  inconsistent  with  this
paragraph  (a) shall  eliminate  or reduce the effect of this  paragraph  (a) in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this  paragraph  (a) of this Article,  would accrue or arise,  prior to such
amendment, repeal or adoption of an inconsistent provision.

            (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to, or testifies in, any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  in nature,  by reason of the fact that such person is or was a
director, office, employee or agent of the Corporation,  or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding to the full extent permitted
by law, and the  Corporation may adopt By-laws or enter into agreements with any
such person for the purpose of providing for such indemnification.

            IN  WITNESS   WHEREOF,   the  undersigned  has  duly  executed  this
Certificate of Incorporation on this 31st day of January 1994.



                                                /s/ Shelley A. Sorkin
                                                -----------------------------
                                                Shelley A. Sorkin
                                                Sole Incorporator
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GAF NEWCO INC.
                         ADOPTED IN ACCORDANCE WITH THE
                        PROVISIONS OF SECTION 242 OF THE
                        DELAWARE GENERAL CORPORATION LAW

            It is hereby certified that:

            1. The present name of the corporation  (the  "Corporation")  is GAF
Newco Inc.

            2. The  Certificate of  Incorporation  of the  Corporation was filed
with the Secretary of State of Delaware on January 31, 1994.

            3.  Article  FIRST  of  the  Certificate  of  Incorporation  of  the
Corporation is hereby amended to read in its entirety as follows:

            "The name of the Corporation is Building Materials Corporation of
America."

            4. The foregoing  amendment  was declared  advisable by a resolution
duly adopted by unanimous  written  consent of the directors of the  Corporation
dated  February 18, 1994 and was duly adopted in accordance  with the provisions
of Section 242 of the Delaware  General  Corporation Law by the affirmative vote
of the sole stockholder of the Corporation.

            IN WITNESS  WHEREOF,  the undersigned have executed this certificate
as of February 22, 1994.



                                                 GAF Newco Inc.

                                                 By:   /s/ Mark A. Buckstein
                                                       -------------------------
                                                       Mark A. Buckstein
                                                       Executive Vice President


Attest:


/s/ Elisa D. Garcia C.
------------------------------
Elisa D. Garcia C.
Assistant Secretary


<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA


                         (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)
                      ------------------------------------


            Building Materials  Corporation of America, a corporation  organized
and existing under the laws of the State of Delaware (the  "Corporation"),  does
hereby certify as follows:
            1.  The  Certificate  of   Incorporation  of  the  Corporation  (the
"Certificate")  was filed with the Secretary of State of Delaware on January 31,
1994. The Corporation was formerly known as GAF Newco Inc.
            2. Article  FOURTH of the  Certificate  is hereby amended to read in
its entirety as follows:
                  FOURTH:  The total  number of shares of all  classes  of stock
            which the  Corporation  shall have authority to issue is One Million
            One Hundred Thousand (1,100,000) shares, consisting of:

                        (a) One Million  Fifty  Thousand  (1,050,000)  shares of
                  Common  Stock,  par value  $.001  (hereinafter  referred to as
                  "Common Stock"); and

                        (b) Fifty Thousand  (50,000) shares of Preferred  Stock,
                  par value $.01 (hereinafter referred to as "Preferred Stock").

                  A. PREFERRED STOCK: Shares of Preferred Stock may be issued
            from time to time in one or more series, as may from time to time be

<PAGE>
            determined  by the  Board of  Directors,  each of said  series to be
            distinctly  designated.  All shares of any one  series of  Preferred
            Stock shall be alike in every  particular,  except that there may be
            different  dates  from which  dividends,  if any,  thereon  shall be
            cumulative,   if  made   cumulative.   The  voting  powers  and  the
            preferences and relative, participating,  optional and other special
            rights  of each  series,  and  the  qualifications,  limitations  or
            restrictions  thereof,  if any, may differ from those of any and all
            other series at any time outstanding; and, subject to the provisions
            of subparagraph 1 of Paragraph C of this Article  FOURTH,  the Board
            of  Directors  of  the  Corporation  is  hereby  expressly   granted
            authority to fix by resolution or  resolutions  adopted prior to the
            issuance of any shares of a particular  series of  preferred  Stock,
            the voting powers and the  designations,  preferences  and relative,
            optional  and  other  special   rights,   and  the   qualifications,
            limitations and restrictions of such series,  including, but without
            limiting the generality of the foregoing, the following:

                        (a) The  distinctive  designation  of, and the number of
                  shares of Preferred Stock which shall  constitute such series,
                  which number may be increased (except where otherwise provided
                  by the Board of  Directors)  or  decreased  (but not below the
                  number of shares thereof then  outstanding)  from time to time
                  by like action of the Board of Directors;

                        (b) The  rate and  times at  which,  and the  terms  and
                  conditions on which,  dividends, if any, on Preferred Stock of
                  such series  shall be paid,  the extent of the  preference  or
                  relation,  if any, of such dividends to the dividends  payable
                  on any other  class or  classes or series of the same or other
                  classes  of  stock  and  whether  such   dividends   shall  be
                  cumulative or non-cumulative;

                        (c) The right, if any, of the holders of Preferred Stock
                  of such series to convert the same into,  or exchange the same
                  for, shares of any other class or classes or of



                                  2
<PAGE>
                  any series of the same or any other class or classes of stock
                  of the Corporation and the terms and conditions of such
                  conversion or exchange;

                        (d) Whether or not Preferred  Stock of such series shall
                  be subject to redemption,  and the redemption price or prices,
                  including,  without  limitation,  cash,  property,  or  rights
                  (including   securities  of  the   Corporation  or  any  other
                  corporation),  and the time or times at  which,  and the terms
                  and conditions on which, Preferred Stock of such series may be
                  redeemed;

                        (e) The  rights,  if any,  of the  holders of  Preferred
                  Stock  of  such  series  upon  the  voluntary  or  involuntary
                  liquidation,  merger,  consolidation,  distribution or sale of
                  assets, dissolution or winding-up of the Corporation;

                        (f) The  terms  of the  sinking  fund or  redemption  or
                  purchase  account,  to be provided for the Preferred  Stock of
                  such series; and

                        (g) The voting  powers,  if any,  of the holders of such
                  series of  Preferred  Stock which may,  without  limiting  the
                  generality of the  foregoing,  include the right,  voting as a
                  series by itself or together  with other  series of  preferred
                  Stock or all series of  Preferred  Stock as a class,  to elect
                  one or more  directors of the  Corporation if there shall have
                  been a default in the payment of  dividends on any one or more
                  series of  Preferred  Stock or under such other  circumstances
                  and  on  such   conditions  as  the  Board  of  Directors  may
                  determine.

                        B.    COMMON STOCK

                              1.  After  the   requirements   with   respect  to
            preferential  dividends on the Preferred  Stock (fixed in accordance
            with the provisions of Paragraph A of this Article FOURTH),  if any,
            shall have been met and after the Corporation shall have



                                  3
<PAGE>
            complied  with all the  requirements,  if any,  with  respect to the
            setting  aside of sums as sinking  funds or  redemption  or purchase
            accounts  (fixed in accordance with the provisions of Paragraph A of
            this Article  FOURTH),  and subject further to any other  conditions
            which may be fixed in accordance  with the provisions of Paragraph A
            of this Article FOURTH, then and not otherwise the holders of Common
            Stock shall be entitled to receive such dividends as may be declared
            from time to time by the Board of Directors.

                              2. After  distribution in full of the preferential
            amount, if any (fixed in accordance with the provisions of Paragraph
            A of this  Article  FOURTH),  to be  distributed  to the  holders of
            Preferred   Stock  in  the  event  of   voluntary   or   involuntary
            liquidation,  dissolution  or  winding-up  of the  Corporation,  the
            holders of the Common Stock,  subject to the rights,  if any, of the
            holders  of  Preferred  Stock  to  participate   therein  (fixed  in
            accordance  with  Paragraph  A of this  Article  FOURTH),  shall  be
            entitled to receive  all the  remaining  assets of the  Corporation,
            tangible and intangible, of whatever kind available for distribution
            to  stockholders  ratably in  proportion  to the number of shares of
            Common Stock held by them, respectively.

                              3. Except as may  otherwise  be required by law or
            by the provisions of such resolutions as may be adopted by the Board
            of Directors  pursuant to Paragraph A of this Article  FOURTH,  each
            holder of Common  Stock shall have one vote in respect of each share
            of  Common  Stock  held  by him on all  matters  voted  upon  by the
            stockholders.

                  C.    OTHER PROVISIONS:

                              1. No holder of any of the  shares of any class or
            series of stock or of options,  warrants or other rights to purchase
            shares of any class or series of stock or of other securities of the
            Corporation shall have any preemptive right to purchase or subscribe
            for any  unissued  stock of any class or  series  or any  additional
            shares of any class or series to be issued by reason of any



                                  4
<PAGE>
            increase of the authorized  capital stock of the  Corporation of any
            class or series, or bonds, certificates of indebtedness,  debentures
            or other  securities  convertible  into or exchangeable for stock of
            the  Corporation  of any class or series,  or carrying  any right to
            purchase stock of any class or series,  but any such unissued stock,
            additional  authorized  issue of  shares  of any  class or series of
            stock or securities  convertible  into or exchangeable for stock, or
            carrying any right to purchase stock,  may be issued and disposed of
            pursuant to a resolution  of the Board of Directors to such persons,
            firms, corporations or associations, whether such holders or others,
            and upon  such  terms,  as may be deemed  advisable  by the Board of
            Directors in the exercise of its sole discretion.

                              2. The relative powers,  preferences and rights of
            each  series  of   preferred   Stock  in  relation  to  the  powers,
            preferences  and  rights of each  other  series of  Preferred  Stock
            shall,  in each case,  be as fixed from time to time by the Board of
            Directors  in the  resolution  or  resolutions  adopted  pursuant to
            authority  granted in  Paragraph A of this Article  FOURTH,  and the
            consent,  by class or series  vote or  otherwise,  of the holders of
            such of the  series  of  Preferred  Stock as are  from  time to time
            outstanding  shall not be required  for the issuance by the Board of
            Directors of any other series of Preferred  Stock whether or not the
            powers,  preferences  and rights of such other series shall be fixed
            by the Board of  directors  as senior to, or on a parity  with,  the
            powers, preferences and rights of such outstanding series, or any of
            them; provided,  however, that the Board of Directors may provide in
            the resolution or  resolutions  as to any series of Preferred  Stock
            adopted  pursuant  to  Paragraph A of this  Article  FOURTH that the
            consent of the holders of a majority (of such greater  proportion as
            shall be therein  fixed) of the  outstanding  shares of such  series
            voting  thereon  shall be  required  for the  issuance of any or all
            other series of Preferred Stock.




                                  5
<PAGE>
                              3. Subject to the provisions of sub-paragraph 2 of
            this  Paragraph  C, shares of any series of  Preferred  Stock may be
            issued  from  time  to  time  as  the  Board  of  Directors  of  the
            Corporation   shall  determine  and  on  such  terms  and  for  such
            consideration as shall be fixed by the Board of Directors.

                              4. Shares of Common  Stock may be issued from time
            to time as the Board of Directors of the Corporation shall determine
            and on such  terms and for such  consideration  as shall be fixed by
            the Board of Directors.

                              5. The authorized amount of shares of Common Stock
            and of  Preferred  Stock  may,  without a class or series  vote,  be
            increased or decreased from time to time by the affirmative  vote of
            the holders of a majority of the stock of the  Corporation  entitled
            to vote thereon.

            3. The foregoing  Amendment to the  Certificate  was duly adopted in
accordance with Section 242 of the General Corporation Law of Delaware.

            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate of
Amendment  to be  executed  by its duly  authorized  officers  this  26th day of
August, 1996.


                                    By: /s/ James P. Rogers
                                        --------------------------------
                                        James P. Rogers
                                        Senior Vice President


                                Attest: /s/ Richard A. Weinberg
                                        --------------------------------
                                        Richard A. Weinberg
                                        Secretary




                                  6
<PAGE>

                           CERTIFICATE OF DESIGNATIONS
                  OF BUILDING MATERIALS CORPORATION OF AMERICA

                            -----------------------

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

                            -----------------------




            We,  the   undersigned,   Senior  Vice   President  and   Secretary,
respectively,  of Building Materials Corporation of America (the "Corporation"),
a corporation  organized and existing under the General  Corporation  Law of the
State of Delaware  (the  "General  Corporation  Law"),  in  accordance  with the
provisions of Section 151 thereof, do hereby certify that the Board of Directors
of the Corporation duly adopted the following  resolutions by unanimous  consent
dated as of August 15, 1996:

            RESOLVED,  that,  pursuant to the authority expressly granted to and
vested in the Board of Directors of the  Corporation  by the  provisions  of the
Certificate of Incorporation of the Corporation,  this Board of Directors hereby
creates  and  authorizes  the  issuance  of a  series  of  Series  A  Cumulative
Redeemable  Convertible  Preferred  Stock,  par value $.01 per share, and hereby
fixes the  designation,  dividend rate,  redemption  provisions,  voting powers,
rights on  liquidation,  dissolution  or winding up, and other  preferences  and
relative,   participating,   optional   or  other   special   rights,   and  the
qualifications, limitations, or restrictions thereof, as follows:

            1.  Designation.  The Preferred Stock created and authorized  hereby
shall be designated as the "Series A Cumulative Redeemable Convertible Preferred
Stock"  (the  "Series  A  Preferred  Stock").  The  number of shares of Series A
Preferred  Stock shall be 50,000.  The  liquidation  preference  of the Series A
Preferred Stock shall be $100 per share (the "Liquidation Preference").

            2.    Dividends.

                  (a) Each holder of a share of Series A  Preferred  Stock shall
be entitled to receive, when, as and if declared by the Board of Directors,  out
of the funds of



                                  1
<PAGE>
the Corporation  legally available therefor pursuant to the General  Corporation
Law (the "Legally Available Funds"),  cumulative cash dividend payments of $2.00
per share for each full  Quarterly  Dividend  Period (as defined in Section 2(f)
hereof) that such share of Series A preferred Stock is outstanding; provided, if
a share of Series A  Preferred  Stock is not  outstanding  for a full  Quarterly
Dividend  Period,  the  dividend  payment  per share in respect of such  partial
Quarterly Dividend Period shall be equal to $2.00 multiplied by a fraction,  the
number of which is the number of days such share was  outstanding  (but not more
than 30 days for any calendar month fully  occurring in such  portion),  and the
denominator of which is 90. Such dividends, if and to the extent declared, shall
be payable  quarterly  in arrears on January 1, April 1, July 1 and October 1 of
each year (each, a "Dividend  Payment Date");  provided that if any such date is
not a Business  Day (as defined in Section  2(f)  hereof),  then the  applicable
dividend shall be payable, if and to the extend declared, on the next succeeding
Business Day. Such dividends shall be fully cumulative.

                  (b) Dividends  shall accrue  (whether or not declared or paid)
on each share of Series A  Preferred  Stock from the date on which such share is
issued.

                  (c) Quarterly dividends, if and to the extent declared,  shall
be paid to the holders of record of shares of Series A  Preferred  Stock as they
appear on the stock  register of the  Corporation  on the record date  therefor,
which record date shall be the  December 15, March 15, June 15 and  September 15
immediately preceding the Dividend Payment Date relating thereto.

                  (d) If dividends are not paid in full, or not declared in full
and sums set apart for the payment thereof,  on the Series A Preferred Stock and
any Capital Stock (as defined in Section 2(f) hereof) of the Corporation ranking
on a parity  with the Series A Preferred  Stock as to the payment of  dividends,
all  dividends  declared  upon shares of Series A Preferred  Stock and shares of
such other stock  shall be declared  pro rata so that in all cases the amount of
dividends  declared  per share on the  Series A  Preferred  Stock and such other
stock shall bear to each other the same ratio that accumulated, unpaid dividends
per share on the Series A  Preferred  Stock and such other  stock  shall bear to
each other. Except as provided in the preceding sentence, unless full cumulative
dividends on the Series A Preferred



                                  2
<PAGE>
Stock  have been  paid or  declared  in full and sums set aside for the  payment
thereof,  no dividends  shall be declared or paid or set aside for  payment,  or
other  distribution  made, on any Capital Stock of the Corporation  ranking on a
parity  with or junior to the  Series A  Preferred  Stock as to the  payment  of
dividends,  nor  shall  any  such  stock be  purchased,  redeemed  or  otherwise
acquired,  except as provided in Section 2(e) hereof,  for any consideration (or
any payment made to or available  for a sinking fund for the  redemption  of any
such stock).

                  (e) Except as provided in Section 2(d) hereof, the Corporation
may not pay cash dividends or make cash distributions on, or repurchase,  redeem
or otherwise  acquire  (except in exchange for shares of Capital  Stock  ranking
junior to the Series A Preferred  Stock as to the payment of dividends and as to
the  distribution of assets upon  liquidation,  dissolution or winding up of the
Corporation  or options,  rights or warrants to acquire  such shares) any of its
Capital Stock other than Capital Stock ranking  senior to the Series A Preferred
Stock as to the payment of dividends,  if, at such date,  there are accumulated,
unpaid dividends on the Series A Preferred Stock;  provided that the Corporation
may purchase  outstanding  shares of Common  Stock and Series A Preferred  Stock
from the holders  thereof in  accordance  with the terms and  conditions  of the
Option Agreements (as defined in Section 2(f)).

                  (f) The  following  terms  shall have the  meanings  set forth
below:

            "Book  Value"  shall  mean,  as of any  date of  determination,  (x)
shareholder's equity of the Corporation as of that date determined in accordance
with generally accepted accounting principles, but adding back (A) the charge to
shareholder's  equity  relating to the assumption by the  Corporation of certain
asbestos-related liabilities of GAF Building Materials Corporation in connection
with the  Corporation's  formation,  (B) the reduction in  shareholder's  equity
resulting  from  purchases of the capital  stock of GAF  Corporation  ("GAF") by
persons who  participated  in promoting the  management  buy-out of GAF in March
1989 (the "Acquisition") (predecessor cost basis adjustment) and (C) any amounts
reflecting the liquidation preferences of any outstanding preferred stock of the
Corporation and excluding,  to the extent occurring after December 31, 1995, (1)
nonrecurring non-operating losses and charges to



                                  3
<PAGE>
stockholder's  equity and  nonrecurring  non-operating  gains and  increases  in
stockholder's equity,  including any further charge relating to asbestos-related
liabilities and any increase in  stockholder's  equity  attributable to a public
offering of capital stock of the Corporation, (2) net gains or losses in respect
of dispositions  of assets by the Corporation  other than in the ordinary course
of business,  and (3) any charges relating to amortization of goodwill and other
intangibles  arising  from  the  Acquisition  divided  by  (y)  1,000,000.   Any
adjustments  to Book Value shall  include the tax  effects,  if any,  associated
therewith.  If the Series A Preferred  Stock or Common  Stock are  converted  or
exchanged for other securities or property pursuant to a recapitalization, stock
split, combination,  reorganization, merger, exchange or similar transaction, or
if a sale of all or  substantially  all of the Common  Stock of the  Corporation
shall  occur or be  pending,  Book  Value  shall  be  modified  by the  Board of
Directors  in  such  manner  as  is  reasonable  under  the  circumstances.  All
determinations  by the Board of Directors  hereunder shall be made in good faith
and shall be binding and conclusive.

            "Business Day" means any day other than a Saturday,  a Sunday or any
other day on which commercial  banking  institutions in the City of New York are
authorized by law to be closed.

            "Capital  Stock" of any person means any and all shares,  interests,
participations or other equivalents  (however designated) of equity interests in
such person.

            "Common Stock" means the Corporation's common stock, par value $.001
per share,  and any securities or property into which the  Corporation's  Common
Stock may be converted or exchange pursuant to a recapitalization,  stock split,
combination, reorganization, merger, exchange or similar transaction.

            "Corporation" means the party named as such in the preamble to this
Certificate.

            "Option Agreements" means option agreements between the Corporation
and employees of the Corporation or U.S. Intec, Inc. relating to the Series A
Preferred Stock.

            "person" means any individual, partnership, joint venture, firm,
corporation, association, trust or other



                                  4
<PAGE>
enterprise or any government or political subdivision or agency, department or
instrumentality thereof.

            "Quarterly Dividend Period" means the applicable period from January
1, through the next March 31, from April 1 through the next June 30, from July 1
through the next September 30 or from October 1 through the next December 31.

            3.    Redemption.

                  (a) The Series A Preferred  Stock shall be redeemable,  at any
time in whole or from time to time in part, out of Legally  Available  Funds, at
the option of the  Corporation,  upon giving  notice as provided in Section 3(b)
hereof,  at the  Liquidation  Preference  thereof  plus  accumulated  but unpaid
dividends to the date of redemption.

                  (b) At least 30 days  but not more  than 60 days  prior to the
date fixed for the redemption of shares of the Series A Preferred Stock pursuant
to Section  3(a)  hereof  (each a  "Redemption  Date"),  written  notice of such
redemption  shall be  mailed  to each  holder  of  record  of shares of Series A
Preferred Stock to be redeemed in a postage prepaid  envelope  addressed to such
holder  at his  mailing  address  as shown on the  records  of the  Corporation;
provided,  however, that no failure of any holder of Series A Preferred Stock to
receive  such notice nor any defect  therein  shall  affect the  validity of the
proceeding for the redemption of the shares of Series A Preferred  Stock,  to be
redeemed.  Each such notice shall state (i) the Redemption Date; (ii) the number
of shares of Series A Preferred  Stock to be redeemed  and, if fewer than all of
the shares held by such holder are to be redeemed  from such holder,  the number
of shares to be redeemed from such holder; (iii) the cash redemption price being
paid;  (iv) the place or places  where  certificates  for such  shares are to be
surrendered for payment of the redemption  price;  and (v) that dividends on the
shares to be redeemed shall cease to accrue on the Redemption  Date. On or after
the  Redemption  Date,  each holder of shares of Series A Preferred  Stock to be
redeemed shall present and surrender his  certificate or  certificates  for such
shares to the  Corporation at the place  designated in such notice and thereupon
the  redemption  price of such  shares  shall be paid to the  person  whose name
appears  on such  certificate  or  certificates  as the owner  thereof  and each
surrendered certificate shall be cancelled. In case fewer than all of the shares
represented by such certificate



                                  5
<PAGE>
are redeemed,  a new  certificate  shall be issued  representing  the unredeemed
shares.  From and after the Redemption Date (unless default shall be made by the
Corporation in payment of the  redemption  price) all dividends on the shares of
Series A Preferred Stock designated for redemption in such notice shall cease to
accrue and all rights of the holders thereof as stockholders of the Corporation,
except the right to receive the redemption price thereof, without interest, upon
the surrender of certificates  representing  the same, shall cease and terminate
and such shares shall not  thereafter  be  transferred  (except with the written
consent of the  Corporation)  on the books of the  Corporation  and such  shares
shall not be deemed to be outstanding for any purpose whatsoever.

                  (c) If fewer  than all of the  shares  of  Series A  Preferred
Stock are to be redeemed, the Board of Directors of the Corporation shall select
the  shares  to be  redeemed  on such  basis  as the  Board of  Directors  shall
determine in its sole  discretion.  The Board of Directors shall not be required
to redeem shares of Series A Preferred  Stock on a pro rata basis.  The Board of
Directors  may elect to redeem  shares of Series A  Preferred  Stock held by one
holder or group of holders and elect not to redeem  shares of Series A Preferred
Stock held by other holders.  Regardless of the method used, the  calculation of
the number of shares to be redeemed shall be based upon whole shares,  such that
the  Corporation  shall in no event be  required to issue  fractional  shares of
Series  A  Preferred  Stock  or cash  in lieu  thereof.  In the  event a  method
requiring  proration is used,  the number of shares to be redeemed from a holder
shall be rounded downward to the nearest whole number of shares.  The holders of
Series A  Preferred  Stock  shall have no right to request  the  Corporation  to
redeem such shares at any time, and the Corporation  shall have no obligation to
honor any such request if made.

            4. Voting Rights.  The holders of Series A Preferred  Stock shall be
entitled  to one vote for each share  held on all  matters to be voted on by the
stockholders  of the  Corporation  and shall vote  together  with the holders of
Common  Stock and the  holders of any other  class of stock  entitled to vote in
such  manner.  The  holders of Series A  Preferred  Stock  shall not,  except as
required by law, be entitled to vote as a separate class.  Without  limiting the
generality of the preceding sentence, a class vote or the consent of the holders
of the outstanding  shares of Series A Preferred Stock as a separate class shall
not be required in



                                  6
<PAGE>
connection with: (i) the creation of any class or series of Capital Stock of the
Corporation;  (ii) any merger, consolidation or transfer of all or substantially
all the assets of the Corporation or other transaction involving the Corporation
and a third  party in which  the  Corporation  is the  survivor  or in which the
Corporation is not the survivor and in which the Series A Preferred  Stock shall
(a) remain outstanding as an equivalent security of the survivor with no adverse
change  to the  powers,  preferences  or  special  rights  provided  for in this
Certificate or (B) be redeemed for an amount per share equal to the  Liquidation
Preference plus accrued and unpaid dividends; or (iii) any increase in the total
number of authorized  or issued shares of Capital Stock of any class,  including
without limitation Series A Preferred Stock.

            5.  Priority  of Series A Preferred  Stock in Event of  Liquidation,
Dissolution  or  Winding  Up.  In the  event  of any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the affairs of the Corporation, after
payment  or  provision  for  payment of the debts and other  liabilities  of the
Corporation,  the holders of the Series A  Preferred  Stock shall be entitled to
receive, out of the remaining net assets of the Corporation, an amount per share
in cash equal to the  Liquidation  Preference  plus all  dividends  accrued  and
unpaid  on each such  share up to the date  fixed for  distribution  before  any
distribution  shall  be  made  to  the  holders  of  any  Capital  Stock  of the
Corporation   ranking  junior  to  the  Series  A  Preferred  Stock  as  to  the
distribution  of assets upon the  liquidation,  dissolution or winding up of the
Corporation.  If,  upon  any  liquidation,  dissolution  or  winding  up of  the
Corporation,  the assets  distributable  among the holders of Series A Preferred
Stock and any  Capital  Stock of the  Corporation  ranking on a parity  with the
Series A Preferred Stock as to the  distribution of assets upon the liquidation,
dissolution or winding up of the Corporation shall be insufficient to permit the
payment in full to the  holders of the Series A  Preferred  Stock and such other
stock of all preferential  amounts payable to all such holders,  then the assets
thus distributable  shall be distributed ratably among the holders of the Series
A Preferred Stock and any Capital Stock of the  Corporation  ranking on a parity
with the  Series  A  Preferred  Stock  as to the  distribution  of  assets  upon
liquidation,  dissolution or winding up of the  Corporation in proportion to the
respective  amounts  that  would  be  payable  per  share  if such  assets  were
sufficient  to permit  payment in full.  Except as  otherwise  provided  in this
Section 5, holders of Series A



                                  7
<PAGE>
Preferred  Stock  shall  not be  entitled  to any  distribution  in the event of
liquidation,  dissolution or winding up of the affairs of the  Corporation.  For
the purposes of this Section 5, neither the voluntary sale,  lease,  conveyance,
exchange or transfer  (for cash,  securities or other  consideration)  of all or
substantially   all  the  property  or  assets  of  the  Corporation,   nor  the
consolidation or merger of the Corporation with one or more other  corporations,
shall be deemed to be a  liquidation,  dissolution  or winding up,  voluntary or
involuntary.

            6.    Conversion.

                  (a) The  holders of shares of Series A  Preferred  Stock shall
have the right,  at any time or from time to time, at their  option,  to convert
all or any portion of such shares into shares of Common  Stock on the  following
basis:  Each share of Series A  Preferred  Stock shall be  convertible  into the
number of shares of Common  Stock  equal to 100 divided by 115% of Book Value as
of December 31, 1995. The Corporation may, at its option, pay to any holder cash
in lieu of any  fractional  share of Common Stock  issuable  upon  conversion of
shares of Series A preferred Stock.

                  (b) In the case of a  redemption  pursuant to Section 3 hereof
of any shares of Series A Preferred  Stock,  the right of conversion  under this
Section 6 shall cease and  terminate,  as to the shares to be  redeemed,  at the
close  of  business  on the  second  day  preceding  the  date  fixed  for  such
redemption,  unless default shall be made in the payment of the Redemption Price
for the shares to be so redeemed.

                  (c) In order to  convert  shares of Series A  Preferred  Stock
into shares of Common  Stock  pursuant to the right of  conversion  set forth in
Section 6(a), the holder thereof shall surrender the certificate or certificates
representing  Series A Preferred  Stock,  duly endorsed to the Corporation or in
blank, at the principal  office of the Corporation and shall give written notice
the  Corporation  that such  holder  elects to  convert  the same.  Within  five
business  days, the  Corporation  shall deliver at said office to such holder of
Series A Preferred Stock a certificate or certificates  for the number of shares
of Common Stock to which such holder shall be entitled as  aforesaid.  Shares of
Series A Preferred  Stock shall be deemed to have been  converted as of the date
of the surrender of such shares for conversion as provided above, and the person
entitled to



                                  8
<PAGE>
receive  the  shares of Common  Stock  issuable  upon such  conversion  shall be
treated for all purposes as the record  holder of such shares of Common Stock on
such date.  Upon conversion of only a portion of the number of shares covered by
a certificate  representing  shares of Series A Preferred Stock  surrendered for
conversion,  the  Corporation  shall  issue  and  deliver  to the  holder of the
certificate so surrendered for conversion, at the expense of the Corporation,  a
new  certificate  covering  the  number of shares  of Series A  Preferred  Stock
representing  the unconverted  portion of the certificate so surrendered,  which
new certificate  shall entitle the holder thereof to the rights of the shares of
Series A  Preferred  Stock  represented  thereby  to the same  extent  as if the
certificate   theretofore   covering  such  unconverted   shares  had  not  been
surrendered for conversion.

                  (d) The  issuance of  certificates  for shares of Common Stock
upon the conversion of shares of Series A Preferred  Stock shall be made without
charge to the converting  stockholder  for any original issue or transfer tax in
respect of the issuance of such  certificates  and any such tax shall be paid by
the Corporation.

                  (e) The  Corporation  shall  at all  times  reserve  and  keep
available,  free from  preemptive  rights,  out of its  authorized  but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
Series A  Preferred  Stock,  the full  number of shares  of  Common  Stock  then
deliverable upon the conversion of all shares of Series A Preferred Stock at the
time outstanding.  The Corporation shall take at all times such corporate action
as shall be  necessary  in order that the  Corporation  may  validly and legally
issue fully paid and nonassessable shares of Common Stock upon the conversion of
Series A Preferred Stock in accordance with the provisions hereof, free from all
taxes, liens,  charges and security interests with respect to the issue thereof.
The Corporation will, at its expense,  use its best efforts to cause such shares
to be listed (subject to issuance or notice of issuance) on all stock exchanges,
if any, on which the Corporation's Common Stock may become listed.

            7.  Cancellation of Reacquired  Series A Preferred Stock.  Shares of
Series A Preferred  Stock which have been issued and  reacquired  in any manner,
including  shares  purchased  or  redeemed,  shall  (upon  compliance  with  any
applicable provisions of the laws of the State of Delaware)



                                  9
<PAGE>
have  the  status  of  authorized  and  unissued   shares  of  preferred   stock
undesignated  as to series and may be  redesignated  and reissued as part of any
series of preferred stock.

            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to
be duly executed on its behalf, this 26th day of August, 1996.


                              Building Materials Corporation of America

                             By: /s/ James P. Rogers
                                  ----------------------------------
                                  Senior Vice President
                                 James P. Rogers


ATTEST:

/s/ Richard A. Weinberg
--------------------------------------
Secretary, Richard A. Weinberg
(Corporate Seal)




                                  10
<PAGE>
                       AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                          CERTIFICATE OF DESIGNATION OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                            ------------------------

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                            ------------------------

It is hereby certified that:

            FIRST: The name of the corporation (hereinafter called the

"Corporation") is Building Materials Corporation of America.

            SECOND: The Certificate of Incorporation of the Corporation was

filed with the Secretary of State of the State of Delaware on January 31, 1994.

The Corporation was formerly known as GAF Newco Inc.

            THIRD: The Certificate of Designations (the "Certificate of

Designations") of Series A Cumulative Redeemable Convertible Preferred Stock,

par value $.01 per share (the "Preferred Stock"), of the Corporation was filed

with the Secretary of State of the State of Delaware on August 27, 1996.

            FOURTH: No shares of Preferred Stock have been issued.

<PAGE>
            FIFTH: The Board of Directors of the Corporation has duly adopted

the following resolution amending the Certificate of Designation, by unanimous

consent dated as of December 19, 1996:

            RESOLVED,  that pursuant to authority expressly granted to the Board
            of Directors by the Certificate of Incorporation,  the definition of
            "Book  Value"  contained  in  Section  2(f)  as the  Certificate  of
            Designation shall be amended to read as follows:

            "Book Value" shall mean,  as of December 31, 1995,  (x) the combined
            shareholder's  equity of the Corporation and U.S. Intec,  Inc. as of
            that  date   determined  in  accordance   with  generally   accepted
            accounting   principles  and  treating  U.S.  Intec  Holdings  as  a
            wholly-owned  subsidiary of the Corporation after December 31, 1996,
            but adding back (A) the charge to  shareholder's  equity relating to
            the  assumption  by  the  Corporation  of  certain  asbestos-related
            liabilities of GAF Building Materials Corporation in connection with
            the  Corporation's  formation,  (B) the  reduction in  shareholder's
            equity  resulting  from  purchases  of  the  capital  stock  of  GAF
            Corporation  ("GAF") by persons who  participated  in promoting  the
            management  buy-out  of  GAF  in  March  1989  (the   "Acquisition")
            (predecessor cost basis  adjustment) and (C) any amounts  reflecting
            the liquidation  preferences of any  outstanding  preferred stock of
            the  Corporation  and  excluding,  to  the  extent  occurring  after
            December  31,  1995,  (1)  non-recurring  non-operating  losses  and
            charges  to  stockholder's  equity and  non-recurring  non-operating
            gains and increases in stockholder's  equity,  including any further
            charge relating to asbestos-related  liabilities and any increase in
            stockholder's  equity  attributable  to a public offering of capital
            stock of the  Corporation,  (2) net gains or losses  in  respect  of
            disposition of assets by the Corporation  other than in the ordinary
            course of business,  and (3) any charges relating to amortization of
            goodwill and other intangibles arising from the Acquisition divided

<PAGE>
            by (y) 1,000,000. Any adjustments to Book Value shall include the
            tax effects, if any, associated therewith.



            IN WITNESS WHEREOF, the Corporation has caused this Certificate to

be executed this 24th day of December 1996.



                                     BUILDING MATERIALS CORPORATION OF AMERICA

                                     By: /s/Richard A. Weinberg
                                         -------------------------------------
                                         Richard A. Weinberg
                                         Secretary


<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                  ---------------------------------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                  ---------------------------------------------


It is hereby certified that:

      FIRST: The name of the corporation (hereinafter called the "Corporation")
is Building Materials Corporation of America.

      SECOND: The Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on January 31, 1994.

      THIRD:  The Certificate of Designations of Series A Cumulative  Redeemable
Convertible  Preferred  Stock,  par value  $.01 per share (the  "Certificate  of
Designations")  of the  Corporation was filed with the Secretary of State of the
State of Delaware on August 27, 1996.

      FOURTH: The defined term "Book Value" contained in this Section 2(f) of
the Certification of Designations has been amended by:

      (i)  deleting  the  first  sentence  thereof  and  replacing  it with  the
following new sentence:

      "`Book Value' shall mean, as of any date of determination, (x) the sum of
(i) shareholder's equity of the Corporation (of, in the case of Book Value as of
December 31, 1995, the combined shareholder's equity of the Corporation and U.S.
Intec, Inc.) as of that date determined in accordance with generally accepted
accounting principles and treating U.S. Intec Holdings Inc. as a wholly-owned
subsidiary of the Corporation after December 31, 1995 and (ii) the cumulative
operating profit (or loss) of the Nashville, Tennessee fiberglass manufacturing
facility (the "Nashville Facility") of GAF Fiberglass Corporation ("GAF


<PAGE>
Fiberglass")  during the period  commencing  January 1, 1997 through the date of
determination,  and adding back (A) the charge to shareholder's  equity relating
to the assumption by the Corporation of certain asbestos-related  liabilities of
GAF  Building  Materials   Corporation  in  connection  with  the  Corporation's
formation, (B) the reduction in shareholder's equity resulting from purchases of
the capital  stock of GAF  Corporation  ("GAF") by persons who  participated  in
promoting  the  management  buy-out  of GAF in March  1989  (the  "Acquisition")
(predecessor  cost  basis  adjustment)  and  (C)  any  amounts   reflecting  the
liquidation  preferences of any  outstanding  preferred stock of the Corporation
and excluding, to the extent occurring after December 31, 1995, (1) nonrecurring
non-operating losses and nonrecurring non-operating gains, including any further
charge  relating  to  asbestos-related  liabilities,  (2) net gains or losses in
respect of dispositions of assets by the Corporation  other than in the ordinary
course of business, and (3) any charges relating to amortization of goodwill and
other  intangibles  arising from the  Acquisition  divided by (y) in the case of
Book Value as of  December  31,  1995,  1,000,000  and, in the case of all other
calculations  of Book  Value,  the  number  of  shares  of  Common  Stock of the
Corporation outstanding on the date of determination."; and

         (ii) by adding the  following  phrases  after the phrase  "exchange  or
similar  transaction," in the penultimate  sentence thereof,  "if GAF Fiberglass
becomes a direct or indirect  subsidiary of the Corporation,  if the Corporation
directly or indirectly acquires the Nashville Facility".

      FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate to be
signed by a duly authorized officer thereof on this 13th day of May 1997.



                                    /s/ Richard A. Weinberg
                                    -------------------------------------
                                    Name:    Richard A. Weinberg
                                    Title:   Senior Vice President
                                             and Secretary



                                  2
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA

                         (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)
                      ------------------------------------


            Building Materials Corporation of America, a corporation organized

and existing under the laws of the State of Delaware (the "Corporation"), does

hereby certify as follows:

            1. The Certificate of Incorporation of the Corporation (the

"Certificate") was filed with the Secretary of State of Delaware on January 31,

1994. The Corporation was formerly known as GAF Newco Inc.

            2. The first paragraph of Article FOURTH of the Certificate is

hereby amended to read in its entirety as follows:


                  "The total  number of shares of all classes of stock which the
            Corporation shall have authority to issue is One Million One Hundred
            Fifty Thousand (1,150,000) shares, consisting of:

                        (a) One Million  Fifty  Thousand  (1,050,000)  shares of
                  Common  Stock,  par value  $.001  (hereinafter  referred to as
                  "Common Stock"); and

                        (b) One Hundred  Thousand  (100,000) shares of Preferred
                  Stock, par value $.01

<PAGE>
                  (hereinafter referred to as "Preferred Stock")."


            3. The foregoing Amendment to the Certificate was duly adopted in

accordance with Section 242 of the General Corporation Law of Delaware.


            IN WITNESS WHEREOF, the Corporation has caused this Certificate of

Amendment to be executed by its duly authorized officers this 6th day of August,

1997.


                                    By: /s/ Richard A. Weinberg
                                        ----------------------------------
                                        Senior Vice President
                                        & Secretary


                                Attest: /s/ Barry Kerschner
                                        ----------------------------------
                                        Assistant Secretary






                                  2
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                              --------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                              --------------------


It is hereby certified that:

            FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

            SECOND: The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on January 31, 1994.

            THIRD:  The  Certificate  of  Designations  of  Series A  Cumulative
Redeemable   Convertible   Preferred  Stock,  par  value  $.01  per  share  (the
"Certificate of  Designations")  of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

            FOURTH: Section 1 of the Certificate of Designations is hereby
amended to read in its entirety as follows:

            "1.  Designation.  The Preferred Stock created and authorized hereby
            shall  be  designated   as  the  "Series  A  Cumulative   Redeemable
            Convertible  Preferred Stock" (the "Series A Preferred Stock").  The
            number of shares of Series A Preferred  Stock shall be 100,000.  The
            liquidation preference of the Series A Preferred Stock shall be $100
            per share (the "Liquidation Preference")."

<PAGE>
            FIFTH: Written consent to the adoption of this amendment to the
Certificate of designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.


            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to
be signed by a duly authorized officer thereof on this 6th day of August, 1997.



                                             /s/ Richard A. Weinberg
                                             ---------------------------------
                                             Name:   Richard A. Weinberg
                                             Title:  Senior Vice President
                                                     and Secretary



<PAGE>
                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 03/10/1998
                                                          981090837 - 2374169


                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                      -------------------------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                      -------------------------------------

It is hereby certified that:

      FIRST: The name of the corporation (hereinafter called the "Corporation")
is Building Materials Corporation of America.

      SECOND: The Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on January 31, 1994.

      THIRD:  The Certificate of Designations of Series A Cumulative  Redeemable
Convertible  Preferred  Stock,  par value  $.01 per share (the  "Certificate  of
Designations")  of the  Corporation was filed with the Secretary of State of the
State of Delaware on August 27, 1996.

      FOURTH:  Section 2(a) of the Certificate of Designations  has been amended
to delete the phrase  "$2.00 per share" from the fourth and eighth lines thereof
and to replace it with the phrase "$1.50 per share".

      FIFTH: The defined term "Book Value" contained in Section 2(f) of the
Certification of Designations has been amended by:

      (i) deleting the first two sentences  thereof and replacing  them with the
following:

            "'Book Value' shall mean, as of any date of  determination,  (x) the
sum of (i) the combined  shareholder's equity of the Corporation and U.S. Intec,
Inc. as of December 31, 1995  determined in accordance  with generally  accepted
accounting  principles,  (ii) the cumulative  consolidated net income or loss of
the Corporation (treating U.S. Intec Holdings Inc. as a wholly-owned  subsidiary
of the  corporation  for all periods) for the period January 1, 1996 through the
date of determination  and (iii) the cumulative  operating income (or loss), net
of an amount equal to imputed income taxes on such operating  income  calculated
at the same tax rate as is  accrued  as an  expense  by the  Corporation  in its
income statement for the applicable period, of GAF Fiberglass  Corporation ("GAF
Fiberglass")  for the period January 1, 1997 through the date of  determination,
and  adding  back  (A)  the  charge  to  shareholder's  equity  relating  to the
assumption by the  Corporation  of certain  asbestos-related  liabilities of GAF
Building  Materials  Corporation in connection with the Corporation's  formation
and (B) the reduction in  shareholder's  equity  resulting from purchases of the
capital  stock  of GAF  Corporation  ("GAF")  by  persons  who  participated  in
promoting  the  management  buy-out  of GAF in March  1989  (the  "Acquisition")
(predecessor  cost basis  adjustment),  and excluding,  to the extent  occurring
after




NYFS01...:\01\47201\0035\2011\CRT7308T.510
<PAGE>
December  31,  1995,  (1)  nonrecurring  non-operating  losses and  nonrecurring
non-operating  gains,  including any further charge relating to asbestos-related
liabilities, (2) net gains or losses in respect of dispositions of assets by the
Corporation other than in the ordinary course of business,  (3) any dividends or
distributions  paid to the holders of the  Corporation's  capital stock, (4) any
capital  contributions  made to the  Corporation  by its  stockholders,  (5) any
amounts  received by the Corporation for shares of its capital stock  (including
from the exercise of options or warrants to purchase  capital  stock or from the
conversion  into capital  stock of  convertible  debt or  convertible  preferred
stock) and (6) any  charges  relating  to  amortization  of  goodwill  and other
intangibles arising from the Acquisition  divided by (y) 1,000,010.  There shall
be  deducted  from Book Value an amount  equal to a 15% per annum  charge on the
aggregate  capital  contributions  made to the  Corporation by its  stockholders
during  the period  commencing  October  1,  1997,  and ending  with the date of
determination  (the "Period"),  amounts  received by the Corporation  during the
Period for shares of its capital  stock and, to the extent not actually  charged
to the  Corporation,  on the  outstanding  principal  amount  of loans and other
advances made to the  Corporation by affiliates  (excluding  subsidiaries of the
Corporation)  during the  Period.  There  shall be added to Book Value a 15% per
annum credit on the aggregate dividends or distributions made by the Corporation
to its stockholders during the Period and, to the extent not actually charged to
the borrower,  on the outstanding  principal  amount of loans and other advances
made  by  the   Corporation  to  affiliates   (excluding   subsidiaries  of  the
Corporation) during the Period. Any adjustments to Book Value (including the 15%
charge and credit referred to in the preceding two sentences)  shall include the
tax effects, if any, associated therewith."; and

      (ii) by adding the following at the end thereof:

            "The 'Nashville Facility' shall mean the Nashville, Tennessee
manufacturing facility of GAF Fiberglass."

      FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate to be
signed by a duly authorized officer thereof on this 9th day of March 1998.



                            BUILDING MATERIALS CORPORATION OF AMERICA

                           By: /s/ Richard A. Weinberg
                                ---------------------------------------------
                                Name: Richard A. Weinberg
                                Title: Senior Vice President and Secretary






                                  2
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA

                         (PURSUANT TO SECTION 242 OF THE
                      GENERAL CORPORATION LAW OF DELAWARE)

                      ------------------------------------

Building Materials  Corporation of America, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:
            1. The Certificate of Incorporation  (the  "Certificate")  was filed
with the Secretary of State of Delaware on January 31, 1994. The Corporation was
formerly known as GAF Newco Inc.

            2. Upon the filing (the  "Effective  Time") of this Amendment to the
Certificate, pursuant to the Delaware General Corporation Law, each share of the
Corporation's  common stock,  par value $.001 per share,  issued and outstanding
immediately  prior to the  Effective  Time (the "Old  Common  Stock"),  shall be
reclassified   as  and  changed  into  one  validly   issued,   fully  paid  and
non-assessable share of Class A Common Stock, par value $.01 per share ("Class A
Common Stock"), without any action by the holder thereof. At the Effective Time,
each share certificate that theretofore  represented  shares of Old Common Stock
shall





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<PAGE>
thereafter represent the reclassified shares of Class A Common Stock.

            3. Article  FOURTH of the  Certificate  is hereby amended to read in
its entirety as follows:

            "FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is One Million, Five Hundred
Thousand (1,500,000) shares, consisting of:

            (a) One Million,  Four Hundred Thousand (1,400,000) shares of common
stock, par value $.01 per share (hereinafter referred to as "Common Stock"), and
which shares shall be divided into two classes, consisting of One Million, Three
Hundred  Thousand  (1,300,000)  shares  of  Class A  Common  Stock  (hereinafter
referred to as "Class A Common Stock") and One Hundred Thousand (100,000) shares
of Class B Common Stock (hereinafter referred to as "Class B Common Stock"); and

            (b) One Hundred  Thousand  (100,000)  shares of Preferred Stock, par
value $.01 per share (hereinafter referred to as "Preferred Stock").

            A.  PREFERRED  STOCK:  Shares of Preferred  Stock may be issued from
time to time in one or more series,  as may from time to time be  determined  by
the Board of  Directors,  each of said series to be distinctly  designated.  All
shares of any one series of Preferred Stock shall be alike in every  particular,
except that there may be different dates from which  dividends,  if any, thereon
shall be cumulative,  if made cumulative.  The voting powers and the preferences
and relative,  participating,  optional and other special rights of each series,
and the qualifications,  limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding;  and, subject to
the  provisions of  subparagraph  1 of Paragraph C of this Article  FOURTH,  the
Board of Directors of the Corporation is hereby expressly  granted  authority to
fix by resolution or resolutions  adopted prior to the issuance of any shares of
a particular  series of Preferred Stock, the voting powers and the designations,
preferences  and  relative,   optional  and  other  special   rights,   and  the
qualifications, limitations and restrictions of such series,



                                  2
<PAGE>
including, but without limiting the generality of the foregoing, the following:

            (a) The  distinctive  designation  of,  and the  number of shares of
      Preferred Stock which shall  constitute  such series,  which number may be
      increased  (except where otherwise  provided by the Board of Directors) or
      decreased  (but not below the number of shares  thereof then  outstanding)
      from time to time by like action of the Board of Directors;

            (b) The rate and times at which,  and the  terms and  conditions  on
      which, dividends, if any, on Preferred Stock of such series shall be paid,
      the extent of the preference or relation, if any, of such dividends to the
      dividends  payable on any other  class or classes or series of the same or
      other classes of stock and whether such  dividends  shall be cumulative or
      non-cumulative;

            (c) the right,  if any,  of the holders of  Preferred  Stock of such
      series to convert the same into,  or exchange the same for,  shares of any
      other  class or classes or of any series of the same or any other class or
      classes of stock of the  Corporation  and the terms and conditions of such
      conversion or exchange;

            (d) Whether or not  Preferred  Stock of such series shall be subject
      to redemption,  and the  redemption  price or prices,  including,  without
      limitation,  cash,  property,  or  rights  (including  securities  of  the
      Corporation or any other corporation), and the time or times at which, and
      the terms and conditions on which,  Preferred  Stock of such series may be
      redeemed;

            (e) The rights,  if any, of the holders of  Preferred  Stock of such
      series   upon  the   voluntary   or   involuntary   liquidation,   merger,
      consolidation,  distribution or sale of assets,  dissolution or winding-up
      of the Corporation;

            (f) The terms of the sinking fund or redemption or purchase account,
      to be provided for the Preferred Stock of such series; and

            (g) The voting  powers,  if any,  of the  holders of such  series of
      Preferred  Stock  which  may,  without  limiting  the  generality  of  the
      foregoing, include the



                                  3
<PAGE>
      right,  voting as a series by itself or together  with the other series of
      Preferred  Stock or all series of Preferred Stock as a class, to elect one
      or more directors of the Corporation if there shall have been a default in
      the payment of dividends  on any one or more series of Preferred  Stock or
      under  such other  circumstances  and on such  conditions  as the Board of
      Directors may determine.

            B.    COMMON STOCK

                  1.  After  the  requirements   with  respect  to  preferential
dividends on the  Preferred  Stock (fixed in accordance  with the  provisions of
Paragraph A of this Article  FOURTH),  if any, shall have been met and after the
Corporation shall have complied with all the requirements,  if any, with respect
to the setting aside of sums as sinking funds or redemption or purchase accounts
(fixed in accordance with the provisions of Paragraph A of this Article FOURTH),
and subject  further to any other  conditions  which may be fixed in  accordance
with  the  provisions  of  Paragraph  A of this  Article  FOURTH,  then  and not
otherwise  the  holders  of Common  Stock  shall be  entitled  to  receive  such
dividends as may be declared from time to time by the Board of Directors.

                  2. After  distribution in full of the preferential  amount, if
any (fixed in  accordance  with the  provisions  of  Paragraph A of this Article
FOURTH),  to be  distributed  to the holders of Preferred  Stock in the event of
voluntary  or  involuntary   liquidation,   dissolution  or  winding-up  of  the
Corporation,  the holders of the Common Stock, subject to the rights, if any, of
the holders of Preferred Stock to participate  therein (fixed in accordance with
Paragraph A of the  Article  FOURTH),  shall be entitled to receive,  ratably in
proportion to the number of shares of Common Stock held by them (and not ratably
in proportion to the number of shares of each class of such Common  Stock),  all
the remaining  assets of the Corporation,  tangible and intangible,  of whatever
kind, as are available for distribution to stockholders.



                                  4
<PAGE>
            C.    OTHER PROVISIONS:

                  1. No  holder  of any of the  shares of any class or series of
stock or of options, warrants or other rights to purchase shares of any class or
series  of  stock or of  other  securities  of the  Corporation  shall  have any
preemptive right to purchase or subscribe for any unissued stock of any class or
series or any additional shares of any class or series to be issued by reason of
any increase of the authorized  capital stock of the Corporation of any class or
series, or bonds,  certificates of indebtedness,  debentures or other securities
convertible  into or  exchangeable  for stock of the Corporation of any class or
series, or carrying any right to purchase stock of any class or series,  but any
such  unissued  stock,  additional  authorized  issue of  shares of any class or
series of stock or securities  convertible  into or  exchangeable  for stock, or
carrying any right to purchase stock,  may be issued and disposed  pursuant to a
resolution of the Board of Directors to such  persons,  firms,  corporations  or
associates,  whether  such  holders or others,  and upon such  terms,  as may be
deemed  advisable  by the  Board  of  Directors  in  the  exercise  of its  sole
discretion.

                  2. The relative powers,  preferences and rights of each series
of  Preferred  Stock in relation to the powers,  preferences  and rights of each
other series of Preferred  Stock shall,  in each case,  be as fixed from time to
time by the Board of Directors in the resolution or resolutions adopted pursuant
to authority granted in Paragraph A of this Article FOURTH, and the consent,  by
class or series  vote or  otherwise,  of the  holders  of such of the  series of
Preferred Stock as are from time to time  outstanding  shall not be required for
the issuance by the Board of  Directors  of any other series of Preferred  Stock
whether or not the powers,  preferences and rights of such other series shall be
fixed by the Board of Directors  as senior to, or on a parity with,  the powers,
preferences and rights of such  outstanding  series,  or any of them;  provided,
however,  that  the  Board  of  Directors  may  provide  in  the  resolution  or
resolutions as to any series of Preferred Stock adopted  pursuant to Paragraph A
of this  Article  FOURTH that the consent of the holders of a majority  (of such
greater  proportion as shall be therein fixed) of the outstanding shares of such
series  voting  thereon  shall be required  for the issuance of any or all other
series of Preferred Stock.




                                  5
<PAGE>
                  3.  Subject  to  the  provisions  of  subparagraph  2 of  this
paragraph C, shares of any series of Preferred  Stock may be issued from time to
time as the Board of Directors of the  Corporation  shall  determine and on such
terms and for such consideration as shall be fixed by the Board of Directors.

                  4. Shares of Common  Stock of either  class may be issued from
time to time as the Board of Directors of the Corporation shall determine and on
such  terms  and for such  consideration  as  shall  be  fixed  by the  Board of
Directors.

                  5. The  authorized  amount of  shares  of  Common  Stock or of
either class of Common Stock or of  Preferred  Stock,  without a class or series
vote, may be increased or decreased from time to time by the affirmative vote of
the  holders  of a majority  of the stock of the  Corporation  entitled  to vote
thereon."

            3. The foregoing  Amendment to the  Certificate  was duly adopted in
accordance  with Section 242 of the General  Corporation  Law of Delaware by the
affirmative vote of the Corporation's sole stockholder.



                                  6
<PAGE>
            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate of
Amendment to be executed by its duly  authorized  officers this fifteenth day of
July, 1998.


                                        BUILDING MATERIALS
                                        CORPORATION OF AMERICA

                                        By: /s/ Richard A. Weinberg
                                           ---------------------------------
                                           Richard A. Weinberg
                                           Executive Vice President,
                                            Secretary and General Counsel



                                  7
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                      -----------------------------------

                  ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
                   SECTION 242 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

                      -----------------------------------


It is hereby certified that:

            FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

            SECOND: The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on January 31, 1994.
The Corporation was formerly known as "GAF Newco Inc."

            THIRD:  The  Certificate  of  Designations   (the   "Certificate  of
Designations") of Series A Cumulative  Redeemable  Convertible  Preferred Stock,
par value $.01 per share (the "Preferred  Stock"),  of the Corporation was filed
with the Secretary of State of the State of Delaware on August 27, 1996.

            FOURTH: The defined term "Common Stock" in Section 2(f) of the
Certificate of Designation shall be amended and restated to read in its entirety
as follows:

            "'Common Stock' means the  Corporation's  Class A common stock,  par
value $.01 per share, and any securities or property into which the Common Stock
may be  converted  or  exchanged  pursuant to a  recapitalization,  stock split,
combination, reorganization, merger, exchange or similar transaction."

            FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
General Corporation Law of the State of Delaware.





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<PAGE>
            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to
be executed this fifteenth day of July, 1998.


                                             BUILDING MATERIALS
                                             CORPORATION OF AMERICA

                                             By /s/ Richard A. Weinberg
                                                ------------------------------
                                                   Richard A. Weinberg
                                                   Executive Vice President,
                                                    Secretary and General
                                                    Counsel



                                  2




<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA

                         (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)


               Building   Materials   Corporation  of  America,   a  corporation
organized   and  existing   under  the  laws  of  the  State  of  Delaware  (the
"Corporation"),   does  hereby  certify  as  follows:  

               1. The  Certificate  of  Incorporation  of the  Corporation  (the
"Certificate")  was filed with the Secretary of State of Delaware on January 31,
1994. The Corporation was formerly known as GAF Newco Inc.

               2. The first  paragraph of Article  FOURTH of the  Certificate is
hereby amended to read in its entirety as follows:

                      "The total  number of shares of all classes of stock which
               the Corporation  shall have authority to issue is One Million Six
               Hundred Thousand (1,600,000) shares, consisting of:

                                    (a)  One  Million  Four   Hundred   Thousand
                           (1,400,000)  shares of Common Stock,  par value $.001
                           per share (hereinafter referred to as "Common Stock")
                           and which  shares  shall be divided into two classes,
                           consisting  of One  Million  Three  Hundred  Thousand
                           (1,300,000)   shares   of   Class  A   Common   Stock
                           (hereinafter  referred to as "Class A Common  Stock")
                           and One Hundred Thousand  (100,000) shares of Class B
                           Common  Stock  (hereinafter  referred  to as "Class B
                           Common Stock"); and

                                    (b) Two Hundred Thousand (200,000) shares of
                           Preferred   Stock,   par   value   $.01   per   share
                           (hereinafter referred to as "Preferred Stock")."

<PAGE>

               3. The foregoing Amendment to the Certificate was duly adopted in
accordance  with  Section 242 of the General  Corporation  Law of  Delaware. 

               IN WITNESS  WHEREOF,  the Corporation has caused this Certificate
of  Amendment  to be executed by its duly  authorized  officer  this 29th day of
September, 1998.

                                                                      
     


                          BUILDING MATERIALS CORPORATION OF AMERICA 
                                                                      
                        
                                      By:  _/s/ Richard A. Weinberg  
                                           RICHARD A.  WEINBERG  
                                           Executive  Vice  President,
                                             General Counsel & Secretary





 






                                     2 


<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA

                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                   PREFERRED STOCK, PAR VALUE $ .01 PER SHARE

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

It is hereby certified that:

               FIRST:  The  name  of the  Corporation  (hereinafter  called  the
"Corporation") is Building Materials Corporation of America.

               SECOND:  The Certificate of  Incorporation of the Corporation was
filed with the  Secretary of State of the State of Delaware on January 31, 1994.
The Corporation was formerly known as GAF Newco Inc.

         THIRD:   The   Certificate  of  Designations  of  Series  A  Cumulative
Redeemable  Convertible  Preferred  Stock,  par  value  $  .01  per  share  (the
"Certificate of  Designations")  of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

               FOURTH:  Section 1 of the  Certificate of  Designations is hereby
amended to read in its entirety as follows:

               "1.  Designation.  The  Preferred  Stock  created and  authorized
               hereby shall be designated as the "Series A Cumulative Redeemable
               Convertible  Preferred  Stock" (the "Series A Preferred  Stock").
               The  number of shares of Series A  Preferred  Stock  shall be Two
               Hundred  Thousand  (200,000).  The liquidation  preference of the
               Series  A  Preferred  Stock  shall  be  $100.00  per  share  (the
               "Liquidation Preference")."

         FIFTH:  Written  consent  to the  adoption  of  this  amendment  to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 29th day of September 1998.


                           /s/  Richard A. Weinberg
                           RICHARD A. WEINBERG
                           Executive Vice President, General Counsel & Secretary


<PAGE>