Exhibit 3.1(1)

          [NOTE:  THE FOLLOWING RESTATED CERTIFICATE OF
          INCORPORATION HAS BEEN FURTHER RESTATED, FOR PURPOSES OF
          FILING THE SAME WITH THE SECURITIES AND EXCHANGE
          COMMISSION ONLY, TO GIVE EFFECT TO THE CERTIFICATES OF
          AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF
          AMERICAN BILTRITE INC. FILED WITH THE SECRETARY OF STATE
          OF THE STATE OF DELAWARE ON MAY 30, 1995 AND MAY 15, 1996.]

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            AMERICAN BILTRITE INC.

                    AMERICAN BILTRITE INC., a corporation organized
          on November 29, 1954 under the name American Biltrite
          Rubber Co. Inc., hereby amends and restates its
          Certificate of Incorporation, pursuant to Sections 228,
          242 and 245 of the General Corporation Law of the State
          of Delaware, to read in its entirety as follows:

                    FIRST:  The name of the Corporation is AMERICAN
          BILTRITE INC. (hereinafter, the "Corporation").

                    SECOND:  The respective names of the County and
          of the City within the county in which the registered
          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 registered agent of the Corporation is
          The Prentice-Hall Corporation System, Inc.  The street
          and number of said registered office and the address by
          street and number of said registered agent is 32
          Lockerman Square, Suite L-100, Dover, Delaware.

                    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 (the "GCL").

                    FOURTH:  The total number of shares of capital
          stock of all classes which the Corporation shall have the
          authority to issue is sixteen million (16,000,000)
          shares.  Fifteen million (15,000,000) shares shall be
          Common Stock, par value $.01 per share, and one million
          (1,000,000) shares shall be Preferred Stock, par value
          $.01 per share.

          A.   PREFERRED STOCK

               1.   The Board of Directors is authorized to provide
                    for the issuance of all or any shares of the
                    Preferred Stock, in one or more classes or
                    series, and to fix for each such class or
                    series such voting powers, full or limited, or
                    no voting powers, and such distinctive  
                    designations, preferences and relative,
                    participating, optional or other special rights
                    and such qualifications, limitations or
                    restrictions thereof, as shall be stated and
                    expressed in the resolution or resolutions
                    adopted by the Board of Directors providing for
                    the issuance of such class or series and as may
                    be permitted by the GCL, including, without
                    limitation, the authority to provide that any
                    such class or series may be (a) subject to
                    redemption at such time or times and at such
                    price or prices; (b) entitled to receive
                    dividends (which may be cumulative or non-
                    cumulative) at such rates, on such conditions,
                    and at such times, and payable in preference
                    to, or in such relation to, the dividends
                    payable on any other class or classes or any
                    other series; (c) entitled to such rights upon
                    the dissolution of, or upon any distribution of
                    the assets of, the Corporation; or (d)
                    convertible into, or exchangeable for, shares
                    of any other class or classes of stock, or of
                    any other series of the same or any other class
                    or classes of stock, of the Corporation at such
                    price or prices or at such rates of exchange
                    and with such adjustments; all as may be stated
                    in such resolution or resolutions.

               2.   No holder of Preferred Stock shall as such
                    holder have any preemptive rights in or
                    preemptive rights to subscribe to or purchase
                    any shares of the class of stock or any other
                    securities which may at any time be issued by
                    the Corporation except to the extent such
                    rights shall be specifically provided for in
                    the resolution or resolutions providing for the
                    issuance thereof adopted by the Board of
                    Directors.

          B.   COMMON STOCK

               1.   The holders of the Common Stock shall be
                    entitled to receive dividends when, as and if
                    declared by the Board of Directors out of
                    assets legally available therefor.

               2.   No holder of Common Stock shall as such holder
                    have any preemptive right in or preemptive
                    right to subscribe to or purchase any shares of
                    the class of stock or any other securities
                    which may at any time be issued by the
                    Corporation.

               3.   In the event of any liquidation, dissolution or
                    winding up of the affairs of the Corporation,
                    whether voluntary or involuntary, all assets
                    and funds of the Corporation remaining after
                    the satisfaction in full of the prior rights of
                    creditors, including, but not limited to,
                    holders of the Corporation's indebtedness and
                    the aggregate liquidation preference of any
                    Preferred Stock then outstanding, shall be
                    divided and distributed among the holders of  
                    the Common Stock ratably (together with any
                    shares of capital stock of the Corporation
                    which are not entitled to any preference in
                    liquidation).

          C.   VOTING RIGHTS

               Except as otherwise specifically required by law,
               this Certificate of Incorporation or as specifically
               provided in any resolution of the Board of Directors
               providing for the issuance of any particular series
               of Preferred Stock, the exclusive voting power of
               the Corporation shall be vested in the Common Stock
               of the Corporation.  Except as otherwise provided in
               this Certificate of Incorporation, each share of
               Common Stock shall entitle the holder thereof to one
               vote at all meetings of the stockholders of the
               Corporation.

                    FIFTH:  The business and affairs of the
          Corporation shall be managed by or under the direction of
          a Board of Directors consisting of not less than three
          nor more than fifteen directors, the exact number of
          directors to be determined from time to time by
          resolution adopted by affirmative vote of a majority of
          the entire Board of Directors.

          A.   The directors shall be divided into three classes,
               designated Class I, Class II and Class III.  Each
               class shall consist, as nearly as may be possible,
               of one-third of the total number of directors
               constituting the entire Board of Directors.  At the
               1990 annual meeting of stockholders, Class I
               directors shall be elected for a one-year term,
               Class II directors for a two-year term and Class III
               directors for a three-year term.  At each succeeding
               annual meeting of stockholders beginning in 1991,
               successors to the class of directors whose term
               expires at that annual meeting shall be elected for
               a three-year term.  If the number of directors is
               changed, any increase or decrease shall be
               apportioned among the classes so as to maintain the
               number of directors in each class as nearly equal as
               possible, and any additional director of any class
               elected to fill a vacancy resulting form an increase
               in such class shall hold office for a term that
               shall coincide with the remaining term of that
               class, but in no case will a decrease in the number
               of directors shorten the term of any incumbent
               director.  A director shall hold office until the
               annual meeting for the year in which his term
               expires and until his successor shall be elected and
               shall qualify, subject, however, to prior death,
               resignation, retirement, disqualification or removal
               from office.  Any vacancy on the Board of Directors
               that results from an increase in the number of
               directors may be filled by a majority of the Board
               of directors then in office, provided that a quorum
               is present, and any other vacancy occurring in the
               Board of Directors may be filled by a majority of
               the directors then in office, even if less than a
               quorum, or by a sole remaining director.  Any
               director elected to fill a vacancy not resulting    
               from an increase in the number of directors shall
               have the same remaining term as that of his
               predecessor.  Each of the directors of the
               Corporation may be removed from office at any time,
               but only for cause and only by the affirmative vote
               of the holders of not less than eighty percent (80%)
               of the outstanding stock of the Corporation then
               entitled to vote for the election of such director.

               Notwithstanding the foregoing, whenever the holders
               of any one or more classes or series of preferred
               stock issued by the Corporation shall have the
               right, voting separately by class or series, to
               elect directors at an annual or special meeting of
               stockholders, the election, term of office, filling
               of vacancies and other features of such
               directorships shall be governed by the terms of this
               Certificate of Incorporation or the resolution or
               resolutions adopted by the Board of Directors
               pursuant to Article FOURTH applicable thereto, and
               such directors so elected shall not be divided into
               classes pursuant to this Article FIFTH unless
               expressly provided by such terms.

          B.   Except to the extent prohibited by law, the Board of
               Directors shall have the right (which, to the extent
               exercised, shall be exclusive) to establish the
               rights, powers, duties, rules and procedures that
               from time to time shall govern the Board of
               Directors and each of its members, including without
               limitation the vote required for any action by the
               Board of Directors, and that from time to time shall
               affect the directors' power to manage the business
               and affairs of the Corporation; and no By-Law
               adopted by stockholders shall operate retroactively
               to impair or impede the implementation of any action
               authorized in accordance with the foregoing.

          C.   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:

               1.   To make, alter, amend, and repeal the By-Laws,
                    subject, however, to the power of the
                    stockholders to alter and repeal the By-Laws
                    made by the Board of Directors.

               2.   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 and papers of the
                    Corporation, or any of them, shall be open to
                    the inspection of the stockholders; and no
                    stockholder shall have any rights to inspect
                    any account, book or document of the
                    Corporation, except as and to the extent
                    expressly provided by law with reference to the
                    right of stockholders to examine the original
                    or duplicate stock ledger, or otherwise
                    expressly provided by law, or except as
                    expressly authorized by resolution of the Board
                    of Directors.
               3.   To authorize and issue obligations of the
                    Corporation, secured or unsecured, to include
                    therein such provisions as to redeemability,
                    convertibility or otherwise, as they 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.   In addition to the powers and authority 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,
               this Certificate of Incorporation and any By-Laws
               adopted by the stockholders.

                    SIXTH:  Whenever a compromise or arrangement is
          proposed between this Corporation and its creditors or
          any class of them, and/or between this Corporation and
          its stockholders or any class of them, any court of
          equitable jurisdiction within the State of Delaware may,
          on the application in a summary way of this Corporation
          or of any creditor or stockholder thereof, or on the
          application of any receiver or receivers appointed for
          this Corporation under the provisions of Section 291 of
          Title 8 of the Delaware Code, or on the application of
          trustees in dissolution or of any receiver or receivers
          appointed for this Corporation under the provisions of
          Section 279 of Title 8 of the Delaware Code, order a
          meeting of the creditors or class of creditors, and/or of
          the stockholders or class of stockholders of this
          Corporation, as the case may be, to be summoned in such
          manner as the said court directs.  If a majority in
          number representing three-fourths in value of the
          creditors or class of creditors, and/or of the
          stockholders or class of stockholders of this
          Corporation, as the case may be, agree to any compromise
          or arrangement and to any reorganization of this
          Corporation as a consequence of such compromise or
          arrangement, the said compromise or arrangement and the
          said reorganization shall, if sanctioned by the court to
          which the application has been made be binding on all the
          creditors or class of creditors, and/or on all the
          stockholders or class of stockholders of this
          Corporation, as the case may be, and also on this
          Corporation.

                    SEVENTH:  The Corporation reserves the right to
          amend, alter, change or repeal any provision contained in
          this Certificate of Incorporation, in the manner now or
          hereafter prescribed by applicable law and all rights
          conferred upon officers, directors and stockholders
          herein are granted subject to this reservation.

                    EIGHTH:  

          A.   No director of the Corporation shall be held
               personally liable to the Corporation or its
               stockholders for monetary damages of any kind for
               breach of fiduciary duty as a director, except for
               liability (1) for any breach of the director's duty    
               of loyalty to the Corporation or its stockholders,
               (2) for acts or omissions not in good faith or which
               involved intentional misconduct or a knowing
               violation of law, (3) under Section 174 of the GCL,
               or (4) for any transaction from which the director
               derived an improper personal benefit.  If the GCL is
               amended after the date this Certificate of
               Incorporation became effective under the GCL to
               authorize corporate action further eliminating or
               limiting the personal liability of directors, then
               the liability of a director of the Corporation shall
               be eliminated or limited to the fullest extent
               permitted by the GCL, as so amended from time to
               time.  No amendment or repeal of this Section A of
               Article EIGHTH by the stockholders of the
               Corporation shall apply to or have any effect on the
               liability or alleged liability of any director of
               the Corporation for or with respect to any acts or
               omissions occurring prior to such amendment or
               repeal.  The provisions of this Section A of Article
               EIGHTH shall not be deemed to limit or preclude
               indemnification of a director by the Corporation for
               any liability of a director which has not been
               eliminated by the provisions of this Section A of
               Article EIGHTH.

          B.   Every person who was or is a party or is threatened
               to be made a party to or is involved in any
               threatened, pending or completed action, suit or
               proceeding, whether civil, criminal, administrative
               or investigative by reason of the fact that such
               person, or such person's testator or intestate, is
               or was a director or an officer of the Corporation
               or by reason of the fact that such person is or was
               serving at the request of the Corporation or for its
               benefit any other corporation, partnership, joint
               venture, trust, employee benefit plan or other
               enterprise, in any capacity shall be indemnified and
               held harmless by the Corporation to the fullest
               extent legally permissible under the GCL in the
               manner prescribed therein, from time to time,
               against all expenses (including attorneys fees)
               judgments, fines and amounts paid in settlement
               actually and reasonably incurred by such person in
               connection therewith.  Similar indemnification may
               be provided by the Corporation to an agent or
               employee of the Corporation who was or is a party or
               is threatened to be made a party to or is involved
               in any such threatened, pending or completed action,
               suit or proceeding by reason of the fact that such
               person is or was an employee or agent of the
               Corporation or is or was serving at the request of
               the Corporation or for its benefit any other
               corporation, partnership, joint venture, trust,
               employee benefit plan or other enterprise, in any
               capacity.  No amendment or repeal of this Section B
               of Article EIGHTH by the stockholders of the
               Corporation shall apply to or have any effect on any
               right to indemnification provided hereunder with
               respect to any acts or omissions occurring prior to
               such amendment or repeal.
          C.   The Corporation may maintain insurance, at its
               expense, to protect itself and any director,
               officer, employee or agent of the Corporation or
               another corporation, partnership, joint venture,
               trust or other enterprise against any such expense,
               liability or loss, whether or not the Corporation
               would have the power to indemnify such person
               against such expense, liability or loss under the
               GCL.  The Corporation may also create a trust fund,
               grant a security interest and use other means
               (including, but not limited to, letters of credit,
               surety bonds and other similar arrangements), as
               well as enter into contracts providing
               indemnification to the full extent authorized or
               permitted by law and including as part thereof
               provisions with respect to any or all of the
               foregoing, to ensure the payment of such amounts as
               may become necessary to effect indemnification as
               provided therein, or elsewhere.

                    NINTH:  No contract or transaction between the
          Corporation and one or more of its directors or officers,
          or between the Corporation and any other corporation,
          partnership, association or other organization in which
          one or more of its directors or officers are directors or
          officers, or have a financial interest, shall be void or
          voidable solely for this reason, or solely because the
          director or officer is present at or participates in the
          meeting of the Board of Directors or committee thereof
          which authorizes the contract or transaction, or solely
          because his or their votes are counted for such purposes,
          if:

          A.   the material facts as to his relationship or
               interest and as to the contract or transaction are
               disclosed or are known to the Board of Directors or
               the committee, and the Board of Directors or
               committee in good faith authorizes the contract or
               transaction by the affirmative votes of a majority
               of the disinterested directors, even though the
               votes of the disinterested directors be less than a
               quorum; or

          B.   the material facts as to his relationship or
               interest and as to the contract or transaction are
               known to the stockholders entitled to vote thereon,
               and the contract or transaction is specifically
               approved in good faith by vote of the stockholders;
               or

          C.   the contract or transaction is fair as to the
               Corporation as of the time it is authorized,
               approved or ratified by the Board of Directors, a
               committee thereof or the stockholders.  Common or
               interested directors may be counted in determining
               the presence of a quorum at a meeting of the Board
               of Directors or of a committee which authorizes the
               contract or transaction.