[DESCRIPTION]     EX3



EXHIBIT 3.1
                            RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
                  PREMARK INTERNATIONAL, INC.
          (Originally Incorporated on August 29, 1986)

     FIRST: The name of the Corporation is Premark International,
Inc.
 
     SECOND: The address of the Corporation's registered office
in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name
of the Corporation's registered agent at such address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation shall be to engage in
any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of
Delaware.

     FOURTH: The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
250,000,000 of which 50,000,000 shares shall be Preferred Stock
of the par value of $1.00 per share and 200,000,000 shares shall
be Common Stock of the par value of $1.00 per share.

     A. Preferred Stock. The Board of Directors is expressly
authorized to provide for the issue of all or any shares of the
Preferred Stock, in one or more series, and to fix for each such
series such voting powers, full or limited (which voting powers,
if any, shall be subject to the provisions of Article NINTH of
this Restated Certificate of Incorporation (the "Certificate of
Incorporation")), or no voting powers, and such 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 issue of such series (a "Preferred Stock
Designation") and as may be permitted by the General Corporation
Law of the State of Delaware. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of all of
the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
directors (the "Voting Stock") (after giving effect to the
provisions of Article NINTH of this Certificate of
Incorporation), voting together as a single class, without a
separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required
pursuant to any Preferred Stock Designation.

     B. Common stock. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the
holders of the Common Stock shall exclusively possess all voting
power and, except as set forth in Article NINTH of this
Certificate of Incorporation, each share of Common Stock shall
have one vote.

     FIFTH: A. Number, election and terms of directors. Subject
to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board (as defined in Article EIGHTH). The
directors, other than those who may be elected by the holders of
any series of Preferred Stock under specified circumstances,
shall be divided, with respect to the time for which they
severally hold office, into three classes, with the term of
office of the first class to expire at the 1987 annual meeting of
stockholders, the term of office of the second class to expire at
the 1988 annual meeting of stockholders and the term of office of
the third class to expire at the 1989 annual meeting of
stockholders, with each director to hold office until his or her
successor shall have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the 1987 annual
meeting, (i) directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after
their election, with each director to hold office until his or
her successor shall have been duly elected and qualified and
(ii), if authorized by a resolution of the Board of Directors,
directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy was created.

     B. Stockholder nomination of director candidates and
introduction of business. Advance notice of stockholder
nominations for the election of directors and of business to be
brought by stockholders before any meeting of the stockholders of
the Corporation shall be given in the manner provided in the
By-Laws of the Corporation.

     C. Newly created directorships and vacancies. Subject to the
rights of the holders of any series of Preferred Stock, and
unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a
majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term
of office of the class to which they have been elected expires
and until such director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term
of any incumbent director.

     D. Removal. Subject to the rights of the holders of any
series of Preferred Stock, any director, or the entire Board of
Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least
a majority of the voting power of all of the then outstanding
shares of the Voting Stock (after giving effect to the provisions
of Article NINTH of this Certificate of Incorporation), voting
together as a single class.

     E. Amendment repeal or alteration. Notwithstanding any other
provisions of this Certificate of Incorporation or any provision
of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any
particular class or series of the capital stock required by law,
this Certificate of Incorporation or any Preferred Stock
Designation, the affirmative vote of the holders of at least 80
percent of the voting power of all of the then-outstanding shares
of the Voting Stock (after giving effect to the provisions of
Article NINTH of this Certificate of Incorporation), voting
together as a single class, shall be required to alter, amend or
repeal this Article FIFTH.

     SIXTH: In furtherance and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized
to make, alter, amend and repeal the By-Laws of the Corporation,
subject to the power of the holders of the capital stock of the
Corporation to alter, amend or repeal the By-Laws; provided,
however, that, with respect to the powers of holders of capital
stock to alter, amend and repeal By-Laws of the Corporation,
notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series
of the capital stock of the Corporation required by law, this
Certificate of Incorporation or any Preferred Stock Designation,
the affirmative vote of the holders of at least 80 percent of the
voting power of all of the then-outstanding shares of the Voting
Stock (after giving effect to the provisions of Article NINTH of
this Certificate of Incorporation), voting together as a single
class, shall be required to (i) alter, amend or repeal any
provision of the By-Laws, or (ii) alter, amend or repeal any
provision of this proviso to this Article SIXTH.

     SEVENTH: Subject to the rights of the holders of any series
of Preferred Stock, (A) any action required or permitted to be
taken by the stockholders of the Corporation must be effected at
an annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing by such
stockholders and (B) special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant
to a resolution adopted by a majority of the Whole Board.
Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series
of the capital stock of the Corporation required by law this
Certificate of Incorporation or any Preferred Stock Designation,
the affirmative vote of the holders of at least 80 percent of the
voting power of all of the then-outstanding shares of the Voting
Stock (after giving effect to the provisions of Article NINTH of
this Certificate of Incorporation), voting together as a single
class, shall be required to alter, amend or repeal this Article
SEVENTH.

     EIGHTH: A. (1) In addition to any affirmative vote required
by law, by this Certificate of Incorporation or by any Preferred
Stock Designation, and except as otherwise expressly provided in
Section B of this Article EIGHTH:
          (i) any merger or consolidation of the Corporation or
     any Subsidiary (as hereinafter defined) with (a) any
     Interested Stockholder (as hereinafter defined) or (b) any
     other corporation (whether or not itself an Interested
     Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate (as hereinafter defined) of an
     Interested Stockholder; or

          (ii) any sale, lease, exchange, mortgage, pledge,
     transfer or other disposition (in one transaction or a
     series of transactions) to or with any Interested
     Stockholder or any Affiliate of any Interested Stockholder
     of any assets of the Corporation or any Subsidiary having an
     aggregate Fair Market Value (as hereinafter defined) of $10
     million or more; or

          (iii) the issuance or transfer by the Corporation or
     any Subsidiary (in one transaction or a series of
     transactions) of any securities of the Corporation or any
     Subsidiary to any Interested Stockholder or any Affiliate of
     any Interested Stockholder in exchange for cash, securities
     or other property (or a combination thereof) having an
     aggregate Fair Market Value of $10 million or more; or

          (iv) the adoption of any plan or proposal for the
     liquidation or dissolution of the Corporation proposed by or
     on behalf of any Interested Stockholder or any Affiliate of
     any Interested Stockholder; or

          (v) any reclassification of securities (including any
     reverse stock split), or recapitalization of the
     Corporation, or any merger or consolidation of the
     Corporation with any of its Subsidiaries or any other
     transaction (whether or not with or into or otherwise
     involving any Interested Stockholder) which has the effect,
     directly or indirectly, of increasing the proportionate
     share of the outstanding shares of any class of equity or
     convertible securities of the Corporation or any Subsidiary
     which is Beneficially Owned (as hereinafter defined) by any
     Interested Stockholder or any Affiliate of any Interested
     Stockholder;

shall require the affirmative vote of the holders of at least 80
percent of the voting power of all of the then-outstanding shares
of the Voting Stock (after giving effect to the provisions of
Article NINTH of this Certificate of Incorporation), voting
together as a single class. Such affirmative vote shall be
required notwithstanding any other provisions of this Certificate
of Incorporation or any provision of law or of any agreement with
any national securities exchange or otherwise which might
otherwise permit a lesser vote or no vote.

     (2) The term "Business Combination" as used in this Article
EIGHTH shall mean any transaction which is referred to in any one
or more of subparagraphs (i) through (v) of paragraph (1) of this
Section A.

     B. The provisions of Section A of this Article EIGHTH shall
not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative
vote as is required by law, any other provision of this
Certificate of Incorporation and any Preferred Stock Designation,
if, in the case of a Business Combination that does not involve
any cash or other consideration being received by the
stockholders of the Corporation, solely in their respective
capacities as stockholders of the Corporation, the condition
specified in the following paragraph (l) is met or, in the case
of any other Business Combination, the conditions specified in
either of the following paragraph (1) or paragraph (2) are met:

          (1) The Business Combination shall have been approved
     by a majority of the Continuing Directors (as hereinafter
     defined); provided however, that this condition shall not be
     capable of satisfaction unless there are at least five
     Continuing Directors.

          (2) All of the following conditions shall have been
     met: 

               (i) The consideration to be received by holders of
          shares of a particular class (or series) of outstanding
          capital stock (including Common Stock and other than
          Excluded Preferred Stock (as hereinafter defined))
          shall be in cash or in the same form as the Interested
          Stockholder or any of its Affiliates has previously
          paid for shares of such class (or series) of capital
          stock. If the Interested Stockholder or any of its
          Affiliates have paid for shares of any class (or
          series) of capital stock with varying forms of
          consideration, the form of consideration to be received
          per share by holders of shares of such class (or
          series) of capital stock shall be either cash or the
          form used to acquire the largest number of shares of
          such class (or series) of capital stock previously
          acquired by the Interested Stockholder.

               (ii) The aggregate amount of (x) the cash and (y)
          the Fair Market Value, as of the date (the
          "Consummation Date") of the consummation of the
          Business Combination, of the consideration other than
          cash to be received per share by holders of Common
          Stock in such Business Combination shall be at least
          equal to the higher of the following (in each case
          appropriately adjusted in the event of any stock
          dividend, stock split, combination of shares or similar
          event):

                    (a) (if applicable) the highest per share
               price (including any brokerage commissions,
               transfer taxes and soliciting dealers' fees) paid
               by the Interested Stockholder or any of its
               Affiliates for any shares of Common Stock acquired
               by them within the two-year period immediately
               prior to the date of the first public announcement
               of the proposal of the Business Combination (the
               "Announcement Date") or in any transaction in
               which the Interested Shareholder became an
               Interested Stockholder, whichever is higher, plus
               interest compounded annually from the first date
               on which the Interested Stockholder became an
               Interested Stockholder (the "Determination Date")
               through the Consummation Date at the publicly
               announced base rate of interest of The First
               National Bank of Chicago (or such other major bank
               headquartered in the City of Chicago as may be
               selected by the Continuing Directors) from time to
               time in effect in the City of Chicago, less the
               aggregate amount of any cash dividends paid, and
               the Fair Market Value of any dividends paid in
               other than cash, on each share of Common Stock
               from the Determination Date through the
               Consummation Date in an amount up to but not
               exceeding the amount of interest so payable per
               share of Common Stock; and

                    (b) the Fair Market Value per share of Common
               Stock on the Announcement Date or the
               Determination Date, whichever is higher.

               (iii) The aggregate amount of (x) the cash and (y)
          the Fair Market Value, as of the Consummation Date, of
          the consideration other than cash to be received per
          share by holders of shares of any class (or series),
          other than Common Stock or Excluded Preferred Stock, of
          outstanding capital stock shall be at least equal to
          the highest of the following (in each case
          appropriately adjusted in the event of any stock
          dividend, stock split, combination of shares or similar
          event), it being intended that the requirements of this
          paragraph (2)(iii) shall be required to be met with
          respect to every such class (or series) of outstanding
          capital stock whether or not the Interested Stockholder
          or any of its Affiliates has previously acquired any
          shares of a particular class (or series) of capital
          stock:

               (a) (if applicable) the highest per share price
          (including any brokerage commissions, transfer taxes
          and soliciting dealers' fees) paid by the Interested
          Stockholder or any of its Affiliates for any shares of
          such class (or series) of capital stock acquired by
          them within the two-year period immediately prior to
          the Announcement Date or in any transaction in which it
          became an Interested Stockholder, whichever is higher,
          plus interest compounded annually from the
          Determination Date through the Consummation Date at the
          publicly announced base rate of interest of The First
          National Bank of Chicago (or such other major bank
          headquartered in the City of Chicago as may be selected
          by the Continuing Directors) from time to time in
          effect in the City of Chicago, less the aggregate
          amount of any cash dividends paid, and the Fair Market
          Value of any dividends paid in other than cash, on each
          share of such class (or series) of capital stock from
          the Determination Date through the Consummation Date in
          an amount up to but not exceeding the amount of
          interest so payable per share of such class (or series)
          of capital stock;

               (b) the Fair Market Value per share of such class
          (or series) of capital stock on the Announcement Date
          or on the Determination Date, whichever is higher; and 

               (c) highest preferential amount per share, if any,
          to which the holders of shares of such class (or
          series) of capital stock would be entitled in the event
          of any voluntary or involuntary liquidation,
          dissolution or winding up of the Corporation.

          (iv) After such Interested Stockholder has become an
     Interested Stockholder and prior to the consummation of such
     Business Combination: (a) except as approved by a majority
     of the Continuing Directors, there shall have been no
     failure to declare and pay at the regular date therefor any
     full quarterly dividends (whether or not cumulative) on any
     outstanding Preferred Stock; (b) there shall have been (I)
     no reduction in the annual rate of dividends paid on the
     Common Stock (except as necessary to reflect any subdivision
     of the Common Stock), except as approved by a majority of
     the Continuing Directors, and (II) an increase in such
     annual rate of dividends as necessary to reflect any
     reclassification (including any reverse stock split),
     recapitalization, reorganization or any similar transaction
     which has the effect of reducing the number of outstanding
     shares of the Common Stock, unless the failure so to
     increase such annual rate is approved by a majority of the
     Continuing Directors; and (c) neither such Interested
     Stockholder nor any of its Affiliates shall have become the
     beneficial owner of any additional shares of Voting Stock
     except as part of the transaction which results in such
     Interested Stockholder becoming an Interested Stockholder;
     provided, however, that no approval by Continuing Directors
     shall satisfy the requirements of this subparagraph (iv)
     unless at the time of such approval there are at least five
     Continuing Directors. 

          (v) After such Interested Stockholder has become an
     Interested Stockholder, such Interested Stockholder and any
     of its Affiliates shall not have received the benefit,
     directly or indirectly (except proportionately, solely in
     such Interested Stockholder's or Affiliate's capacity as a
     stockholder of the Corporation), of any loans, advances,
     guarantees, pledges or other financial assistance or any tax
     credits or other tax advantages provided by the Corporation,
     whether in anticipation of or in connection with such
     Business Combination or otherwise. 

          (vi) A proxy or information statement describing the
     proposed Business Combination and complying with the
     requirements of the Securities Exchange Act of 1934, as
     amended, and the rules and regulations thereunder (or any
     subsequent provisions replacing such Act, rules or
     regulations) shall be mailed to all stockholders of the
     Corporation at least 30 days prior to the consummation of
     such Business Combination (whether or not such proxy or
     information statement is required to be mailed pursuant to
     such Act or subsequent provisions). 

          (vii) Such Interested Stockholder shall have supplied
     the Corporation with such information as shall have been
     requested pursuant to Section E of this Article EIGHTH
     within the time period set forth therein. 
     C. For the purposes of this Article EIGHTH:

          (1) A "person" means any individual, limited
     partnership, general partnership, corporation or other firm
     or entity. 

          (2) "Interested Stockholder" means any person (other
     than the Corporation or any Subsidiary) who or which: 

          (i) is the beneficial owner (as hereinafter defined),
     directly or indirectly, of ten percent or more of the voting
     power of the outstanding Voting Stock (determined as if
     Article NINTH were not in effect); or

          (ii) is an Affiliate or an Associate of the Corporation
     and at any time within the two-year period immediately prior
     to the date in question was the beneficial owner, directly
     or indirectly, of ten percent or more of the voting power of
     the then-outstanding Voting Stock (determined as if Article
     NINTH were not in effect); or

          (iii) is an assignee of or has otherwise succeeded to
     any shares of Voting Stock which were at any time within the
     two-year period immediately prior to the date in question
     beneficially owned by any Interested Stockholder, if such
     assignment or succession shall have occurred in the course
     of a transaction or series of transactions not involving a
     public offering within the meaning of the Securities Act of
     1933, as amended.

          (3) A person shall be a "beneficial owner" of, or shall
     "Beneficially Own", any Voting Stock:

          (i) which such person or any of its Affiliates or
     Associates (as hereinafter defined) beneficially owns,
     directly or indirectly within the meaning of Rule 13d-3
     under the Securities Exchange Act of 1934, as in effect on
     September 1,1986; or

          (ii) which such person or any of its Affiliates or
     Associates has (a) the right to acquire (whether such right
     is exercisable immediately or only after the passage of
     time), pursuant to any agreement, arrangement or
     understanding or upon the exercise of conversion rights,
     exchange rights, warrants or options, or otherwise, or (b)
     the right to vote pursuant to any agreement, arrangement or
     understanding (but neither such person nor any such
     Affiliate or Associate shall be deemed to be the beneficial
     owner of any shares of Voting Stock solely by reason of a
     revocable proxy granted for a particular meeting of
     stockholders, pursuant to a public solicitation of proxies
     for such meeting, and with respect to which shares neither
     such person nor any such Affiliate or Associate is otherwise
     deemed the beneficial owner); or

          (iii) which are beneficially owned, directly or
     indirectly, within the meaning of Rule 13d-3 under the
     Securities Exchange Act of 1934, as in effect on September
     1, 1986, by any other person with which such person or any
     of its Affiliates or Associates has any agreement,
     arrangement or understanding for the purpose of acquiring,
     holding, voting (other than solely by reason of a revocable
     proxy as described in subparagraph (ii) of this paragraph
     (3)) or disposing of any shares of Voting Stock;

     provided, however, that in the case of any employee stock
     ownership or similar plan of the Corporation or of any
     Subsidiary in which the beneficiaries thereof possess the
     right to vote any shares of Voting Stock held by such plan,
     no such plan nor any trustee with respect thereto (nor any
     Affiliate of such trustee), solely by reason of such
     capacity of such trustee, shall be deemed, for any purposes
     hereof, to beneficially own any shares of Voting Stock held
     under any such plan.

          (4) For the purposes of determining whether a person is
     an Interested Stockholder pursuant to paragraph (2) of this
     Section C, the number of shares of Voting Stock deemed to be
     outstanding shall include shares deemed owned through
     application of paragraph (3) of this Section C but shall not
     include any other unissued shares of Voting Stock which may
     be issuable pursuant to any agreement, arrangement or
     understanding, or upon exercise of conversion rights,
     warrants or options, or otherwise.

          (5) "Affiliate" or "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 of
     the General Rules and Regulations under the Securities
     Exchange Act of 1934, as in effect on September 1,1986.

          (6) "Subsidiary" means any corporation of which a
     majority of any class of equity security is owned, directly
     or indirectly, by the Corporation; provided, however, that
     for the purposes of the definition of Interested Stockholder
     set forth in paragraph (2) of this Section C, the term
     "Subsidiary" shall mean only a corporation of which a
     majority of each class of equity security is owned, directly
     or indirectly, by the Corporation.

          (7) "Continuing Director" means any member of the Board
     of Directors of the Corporation who is unaffiliated with the
     Interested Stockholder (or, for purposes of Article NINTH,
     with a Substantial Stockholder (as defined therein)) and was
     a member of the Board prior to the time that the Interested
     Stockholder became an Interested Stockholder (or the
     Substantial Stockholder became a Substantial Stockholder, as
     the case may be), and any director who is thereafter chosen
     to fill any vacancy on the Board of Directors or who is
     elected and who, in either event, is unaffiliated with the
     Interested Stockholder (or the Substantial Stockholder, as
     the case may be) and in connection with his or her initial
     assumption of office is recommended for appointment or
     election by a majority of Continuing Directors then on the
     Board.

          (8) "Fair Market Value" means: (i) in the case of
     stock, the highest closing sale price during the 30-day
     period immediately preceding the date in question of a share
     of such stock on the Composite Tape for New York Stock
     Exchange-Listed Stocks, or, if such stock is not quoted on
     the Composite Tape, on the New York Stock Exchange, or, if
     such stock is not listed on such Exchange, on the principal
     United States securities exchange registered under the
     Securities Exchange Act of 1934 on which such stock is
     listed, or, if such stock is not listed on any such
     exchange, the highest closing bid quotation with respect to
     a share of such stock during the 30-day period preceding the
     date in question on the National Association of Securities
     Dealers, Inc. Automated Quotations System or any system then
     in use, or if no such quotations are available, the fair
     market value on the date in question of a share of such
     stock as determined by the Board in accordance with Section
     D of this Article EIGHTH; and (ii) in the case of property
     other than cash or stock, the fair market value of such
     property on the date in question as determined by the Board
     in accordance with Section D of this Article EIGHTH.

          (9) In the event of any Business Combination in which
     the Corporation survives, the phrase "consideration other
     than cash to be received" as used in paragraphs (2)(ii) and
     (2)(iii) of Section B of this Article EIGHTH shall include
     the shares of Common Stock and/or the shares of any other
     class (or series) of outstanding capital stock retained by
     the holders of such shares.

          (10) "Whole Board" means the total number of directors
     which this Corporation would have if there were no
     vacancies.

          (11) "Excluded Preferred Stock" means any series of
     Preferred Stock with respect to which the Preferred Stock
     Designation creating such series expressly provides that the
     provisions of this Article EIGHTH shall not apply.

     D. A majority of the Whole Board, but only if a majority of
the Whole Board shall then consist of Continuing Directors or, if
a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing
Directors, shall have the power and duty to determine, on the
basis of information known to them after reasonable inquiry, all
facts necessary to determine compliance with this Article EIGHTH,
including, without limitation, (i) whether a person is an
Interested Stockholder, (ii) the number of shares of Voting Stock
beneficially owned by any person, (iii) whether a person is an
Affiliate or Associate of another, (iv) whether the applicable
conditions set forth in paragraph (2) of Section B have been met
with respect to any Business Combination, (v) the Fair Market
Value of stock or other property in accordance with paragraph (8)
of Section C of this Article EIGHTH, and (vi) whether the assets
which are the subject of any Business Combination referred to in
paragraph (l)(ii) of Section A have, or the consideration to be
received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination
referred to in paragraph (l)(iii) of Section A has, an aggregate
Fair Market Value of $10 million or more.

     E. A majority of the Whole Board shall have the right to
demand, but only if a majority of the Whole Board shall then
consist of Continuing Directors, or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority
of the then Continuing Directors shall have the right to demand,
that any person who it is reasonably believed is an Interested
Stockholder (or holds of record shares of Voting Stock
Beneficially Owned by any Interested Stockholder) supply this
Corporation with complete information as to (i) the record
owner(s) of all shares Beneficially Owned by such person who it
is reasonably believed is an Interested Stockholder, (ii) the
number of, and class or series of, shares Beneficially Owned by
such person who it is reasonably believed is an Interested
Stockholder and held of record by each such record owner and the
number(s) of the stock certificate(s) evidencing such shares, and
(iii) any other factual matter relating to the applicability or
effect of this Article EIGHTH, as may be reasonably requested of
such person, and such person shall furnish such information
within 10 days after receipt of such demand.

     F. Nothing contained in this Article EIGHTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

     G. Notwithstanding any other provisions of this Certificate
of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series
of the Voting Stock required by law, this Certificate of
Incorporation or any Preferred Stock Designation, the affirmative
vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the Voting Stock (after
giving effect to the provisions of Article NINTH of this
Certificate of Incorporation), voting together as a single class,
shall be required to alter, amend or repeal this Article EIGHTH.

     NINTH: A. (1) So long as any person (as defined in Article
EIGHTH of this Certificate of Incorporation) is the beneficial
owner (as defined in Article EIGHTH of this Certificate of
Incorporation) of more than ten percent of the voting power of
the then outstanding shares of Voting Stock (determined without
giving effect to the provisions of this Article NINTH), the
record holders of any shares Beneficially Owned by such person
(hereinafter a "Substantial Stockholder") shall have limited
voting rights on any matter requiring their vote or consent. With
respect to each vote in excess of 10% of the voting power of the
then outstanding shares of Voting Stock which such record holders
would be entitled to cast without giving effect to this Article
NINTH, the record holders in the aggregate shall be entitled to
cast only one hundredth (1/100) of a vote and the aggregate
voting power of such record holders, so limited, for all shares
of Voting Stock Beneficially Owned by the Substantial Stockholder
shall be allocated proportionately among such record holders. For
each such record holder, this allocation shall be accomplished by
multiplying the aggregate voting power, as so limited, of the
outstanding shares of Voting Stock Beneficially Owned by the
Substantial Stockholder by a fraction whose numerator is the
number of votes represented by the shares of Voting Stock owned
of record by such record holder (and which are Beneficially Owned
by the Substantial Stockholder) and whose denominator is the
total number of votes represented by the shares of Voting Stock
Beneficially Owned by the Substantial Stockholder. A person who
is a record holder of shares of Voting Stock that are
Beneficially Owned simultaneously by more than one person shall
have, with respect to such shares, the right to cast the least
number of votes that such person would be entitled to cast under
this Article NINTH by virtue of such shares being so Beneficially
Owned by any of such persons.

     (2) In no event shall the record holder(s) of all shares of
Voting Stock Beneficially Owned by any Substantial Stockholder
collectively be entitled or permitted to cast, by virtue of their
record ownership of shares of Voting Stock Beneficially Owned by
such Substantial Stockholder, in excess of fifteen percent of the
total number of votes which the holders of all then outstanding
shares of Voting Stock would (after giving effect to the
provisions of paragraph (1) of this Section A) be entitled to
cast. If the provisions of the preceding sentence shall have the
effect of reducing the total number of votes which the record
holder(s) of shares of Voting Stock Beneficially Owned by such
Substantial Stockholder shall be entitled to cast, such reduction
shall be effected, and the number of votes which such record
holder(s) shall be entitled to cast by reason of this paragraph
(2) of this Section A shall be determined, in accordance with the
provisions of paragraph (1) of this Section A.

     B. A majority of the Whole Board, but only if a majority of
the Whole Board shall then consist of Continuing Directors, or,
if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing
Directors, shall have the power to construe and apply the
provisions of this Article NINTH and to make all determinations
necessary or desirable to implement such provisions, including
but not limited to matters with respect to (i) the number of
shares of Voting Stock Beneficially Owned by any person, (ii)
whether a person is an Affiliate or Associate of another, (iii)
whether a person has an agreement, arrangement, or understanding
with another as to the matters referred to in the definition
contained in Article EIGHTH of the terms "beneficial owner" and
"Beneficially Own", (iv) the application of any other definition
or operative provision of Article EIGHTH or this Article NINTH to
the given facts, or (v) any other matter relating to the
applicability or effect of this Article NINTH.

     C. A majority of the Whole Board shall have the right to
demand, but only if a majority of the Whole Board shall then
consist of Continuing Directors, or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority
of the then Continuing Directors shall have the right to demand,
that any person who after reasonable inquiry is believed to be a
Substantial Stockholder (or holds of record shares of Voting
Stock Beneficially Owned by any Substantial Stockholder) supply
the Corporation with complete information as to (i) the record
holder(s) of all shares Beneficially Owned by such person who is
so believed to be a Substantial Stockholder, (ii) the number of,
and class or series of, shares Beneficially Owned by such person
who is so believed to be a Substantial Stockholder and held of
record by each such record holder and the number(s) of the stock
certificate(s) evidencing such shares, and (iii) any other
factual matter relating to the applicability or effect of this
Article NINTH, as may reasonably be requested of such person, and
such person shall furnish such information within 10 days after
the receipt of such demand.

     D. Except as otherwise provided by law or expressly provided
in this Section D, the presence, in person or by proxy, of the
holders of record of shares of capital stock of the Corporation
entitling the holders thereof to cast a majority of the votes
(after giving effect, if applicable, to the provisions of this
Article NINTH) entitled to be cast by the holders of shares of
capital stock of the Corporation entitled to vote shall
constitute a quorum at all meetings of the stockholders, and
every reference in this Certificate of Incorporation to a
majority or other proportion of capital stock (or the holders
thereof) for purposes of determining any quorum requirement or
any requirement for stockholder consent or approval shall be
deemed to refer to such majority or other proportion of the votes
(or the holders thereof) then entitled to be cast in respect of
such capital stock.

     E. Any construction, application or determination made by
the Board of Directors or by the Continuing Directors, as the
case may be, pursuant to this Article NINTH in good faith and on
the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and
binding upon the Corporation and its stockholders, including any
Substantial Stockholder.

     F. Nothing contained in this Article NINTH shall be
construed to relieve any Substantial Stockholder from any
fiduciary obligation imposed by law.

     G. Notwithstanding any other provisions of this Certificate
of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series
of the Voting Stock required by law, this Certificate of
Incorporation or any Preferred Stock Designation, the affirmative
vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the Voting Stock (after
giving effect to the provisions of Section A of this Article
NINTH), voting together as a single class, shall be required to
alter, amend or repeal this Article NINTH; provided, however,
that the affirmative vote of a majority of the voting power of
all the then-outstanding shares of Voting Stock (after giving
effect to the provisions of Section A of this Article NINTH),
voting together as a single class, shall be required to delete
Section I of this Article NINTH.

     H. In the event any Section (or portion thereof) of this
Article NINTH shall be found to be invalid, prohibited or
unenforceable for any reason, the remaining provisions (or
portions thereof) of this Article NINTH shall remain in full
force and effect, and shall be construed as if such invalid,
prohibited or unenforceable provision had been stricken herefrom
or otherwise rendered inapplicable, it being the intent of this
Corporation and its stockholders that each such remaining
provision (or portion thereof) of this Article NINTH remain, to
the fullest extent permitted by law, applicable and enforceable
as to all stockholders, including Substantial Stockholders,
notwithstanding any such finding.

     I. Notwithstanding anything to the contrary herein, this
Article NINTH will expire on the earlier of (a) the date on which
the 1992 annual meeting of the stockholders of the Corporation
shall be held or (b) December 31,1992, unless, prior thereto,
this Section I shall have been deleted from this Article NINTH by
vote of the stockholders as required under the proviso to Section
G of this Article NINTH and the then-applicable provisions of the
law of the State of Delaware.

     TENTH: A. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of
Delaware is amended 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
General Corporation Law of the State of Delaware, as so amended.
Any repeal or modification of this Section A by the stockholders
of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time
of such repeal or modification.

     B. (1) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she or a person of whom he or she is the legal
representative is or was a director, officer or employee of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that except as provided in paragraph (2) of this Section B with
respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section B shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition;
provided, however, that if the General Corporation Law of the
State of Delaware requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section B
or otherwise.

     (2) If a claim under paragraph (1) of this Section B is not
paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     (3) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Section B shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

     (4) 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 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 General Corporation Law of the State of Delaware.

     (5) The Corporation may, to the extent authorized from time
to time by the Board of Directors grant rights to
indemnification, and rights to be paid by the Corporation the
expenses incurred in defending any proceeding in advance of its
final disposition, to any agent of the Corporation to the fullest
extent of the provisions of this Section B with respect to the
indemnification and advancement of expenses of directors,
officers and employees of the Corporation.

     ELEVENTH: In addition to any other considerations which the
Board of Directors may lawfully take into account, in determining
whether to take or to refrain from taking corporate action on any
matter, including proposing any matter to the stockholders of the
Corporation, the Board of Directors may take into account the
interests of creditors, customers, employees and other
constituencies of the Corporation and its subsidiaries and the
effect upon communities in which the Corporation and its
subsidiaries do business.

     TWELFTH: In furtherance and not in limitation of the powers
conferred by law or in this Certificate of Incorporation, the
Board of Directors (and any committee of the Board of Directors)
is expressly authorized, to the extent permitted by law, to take
such action or actions as the Board or such committee may
determine to be reasonably necessary or desirable to (A)
encourage any person (as defined in Article EIGHTH of this
Certificate of Incorporation) to enter into negotiations with the
Board of Directors and management of the Corporation with respect
to any transaction which may result in a change in control of the
Corporation which is proposed or initiated by such person or (B)
contest or oppose any such transaction which the Board of
Directors or such committee determines to be unfair, abusive or
otherwise undesirable with respect to the Corporation and its
business, assets or properties or the stockholders of the
Corporation, including, without limitation, the adoption of such
plans or the issuance of such rights, options, capital stock,
notes, debentures or other evidences of indebtedness or other
securities of the Corporation, which rights, options, capital
stock, notes, evidences of indebtedness and other securities (i)
may be exchangeable for or convertible into cash or other
securities on such terms and conditions as may be determined by
the Board or such committee and (ii) may provide for the
treatment of any holder or class of holders thereof designated by
the Board of Directors or any such committee in respect of the
terms, conditions, provisions and rights of such securities which
is different from, and unequal to, the terms, conditions,
provisions and rights applicable to all other holders thereof.

     THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized
by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter provided herein
or by statute, and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as amended are granted
subject to the rights reserved in this Article.


     IN WITNESS WHEREOF, this Restated Certificate of
Incorporation, which restates and integrates and further amends
the provisions of the Certificate of Incorporation of this
Corporation, has been duly adopted in accordance with Sections
242 and 245 of the General Corporation Law of the State of
Delaware, has been executed by its Chairman of the Board and
Chief Executive Officer and attested by its Secretary on this
31st day of October, 1986.


                         PREMARK INTERNATIONAL, INC.


                         By:      /s/ WARREN L. BATTS            
                         
                                Chairman of the Board 
                               and Chief Executive Officer

PREMARK INTERNATIONAL, INC.

     CORPORATE SEAL

          1986

     DELAWARE


ATTEST:


               /s/ JOHN T. KELLY                   

          Secretary