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                                                                     EXHIBIT 3.2

                           THIRD AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ACP HOLDING COMPANY

   (Under Section 303 of the General Corporation Law of the State of Delaware)

      The undersigned, being a duly elected officer of ACP Holding Company, a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

      1. That the Corporation filed its original Certificate of Incorporation
with the Delaware Secretary of State on August 30, 1989 (the "Certificate").

      2. That the Corporation filed a voluntary petition under chapter 11 of
title 11 of the United States Code, as amended with the Bankruptcy Court of
Delaware on August 5, 2003, and that this Certificate is being filed pursuant to
Section 303 of the General Corporation Law of the State of Delaware and shall
become effective pursuant to the Prepackaged Joint Plan of Reorganization of ACP
Holding Company, NFC Castings, Inc., Neenah Foundry Company and certain of its
subsidiaries filed with the Delaware Bankruptcy Court on August 5, 2003, and
amended on September 17, 2003, without further action by the board of directors
or shareholders of the Corporation pursuant to the Bankruptcy Court Confirmation
Order dated September 25, 2003. The Corporation's Certificate is restated in its
entirety to read as set forth in Exhibit A attached hereto and made a part
hereof (the "Restated Certificate").

      IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Certificate of Incorporation of the Corporation pursuant to the
General Corporation Law of the State of Delaware, under penalties of perjury
does hereby declare and certify that this is the act and deed of the Corporation
and the facts stated herein are true, and accordingly has hereunto signed this
Certificate of Restated Certificate of Incorporation this 8th day of October,
2003.

                                              By: /s/ Gary W. LaChey
                                                  -------------------------
                                                      Gary W. LaChey
                                                      Chief Financial Officer,
                                                      Vice President - Finance,
                                                      Treasurer and Secretary

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                                                                       EXHIBIT A

                           THIRD AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               ACP HOLDING COMPANY

                                  ARTICLE ONE

      The name of the corporation is ACP Holding Company, (hereinafter called
the "Corporation").

                                   ARTICLE TWO

      The address of the Corporation's registered office in the state of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808. The name of its registered agent at such address is Corporation
Service Company.

                                  ARTICLE THREE

      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
Delaware.

                                  ARTICLE FOUR

      The total number of shares which the Corporation shall have the authority
to issue is One Hundred Million (100,000,000) shares, all of which shall be
shares of Common Stock, with a par value of $0.01 (One Cent) per share.

                                  ARTICLE FIVE

      The Corporation is to have perpetual existence.

                                   ARTICLE SIX

      The directors shall have the power to adopt, amend or repeal By-Laws,
except as may be otherwise be provided in the By-Laws.

                                  ARTICLE SEVEN

      The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.

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                                  ARTICLE EIGHT

      To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHT shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                  ARTICLE NINE

      The Corporation shall not issue nonvoting equity securities.

                                   ARTICLE TEN

      The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter prescribed by the laws of the State of Delaware,
and all rights conferred upon stockholders and directors are granted subject to
such reservation.

                                     * * * *

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