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                                                          Exhibit 3.1(3)
                                                          --------------


                     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 six million five
hundred thousand (6,500,000) shares.  Five million five hundred thousand
(5,500,000) shares shall be Common Stock, no par value, and one million
(1,000,000) shares shall be Preferred Stock, no par value.

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,
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          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,

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          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

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     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 adopt-

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     ed 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

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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

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     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

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     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.

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          IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed in its name this 3rd day of
May, 1990.


                              AMERICAN BILTRITE INC.


                              By  /s/ RICHARD G. MARCUS
                                 ----------------------
                                Richard G. Marcus
                                President


Attest:


/s/ HENRY W. WINKLEMAN
----------------------
Henry W. Winkleman
Secretary

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