Exhibit 3.1

The  Certificate  of  Amendment  of the  Amended  and  Restated  Certificate  of
Incorporation  of the Company  dated  October 11, 2000 set forth below (the "New
Certificate")  replaced Articles I through X of the Company's Amended & Restated
Certificate of Incorporation  dated February 1, 1994, as previously amended (the
"Old Certificate"), with new Articles I through X. The Old Certificate contained
eleven  articles,  and  Article  XI of  the  Old  Certificate  is  substantially
identical  to  Article  X of  the  New  Certificate.  Therefore,  only  the  New
Certificate  is being  filed as an exhibit to this  Annual  Report on Form 10-K.
Article XI of the Old Certificate reads in its entirety as follows:

     ELEVENTH: Amendment of Certificate of Incorporation. The Corporation
     reserves the right to amend or repeal any provision contained in this
     Certificate of Incorporation, in the manner now or hereafter prescribed by
     statute, and all rights conferred upon stockholders herein are granted
     subject to this reservation.

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 10/11/2000
                                                          001515624 - 2367886

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      SAFETY COMPONENTS INTERNATIONAL, INC.

      Safety Components International, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY as follows:

      1.    The present name of the corporation is Safety Components
International, Inc. (the "Corporation"), and the Corporation was originally
incorporated under the name Safety Systems International, Inc.; and the date of
filing the original Certificate of Incorporation of the Corporation with the
Secretary of the State of Delaware is January 12, 1994.

      2.    The Corporation filed an Amended and Restated Certificate of
Incorporation on February 1, 1994 with the Secretary of the State of Delaware,
an amendment to the Amended and Restated Certificate of Incorporation on
February 7, 1994 and an amendment to the Amended and Restated Certificate of
Incorporation on November 1, 1995.

      3.    On April 10, 2000, the Corporation commenced cases under chapter 11
of title 11 of the United States Code, 11 U.S.C. Section 101-130 (as amended,
the "Bankruptcy Code"), in the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court").

      4.    The amendment of the Amended and Restated Certificate of
Incorporation herein certified has been approved by the Bankruptcy Court as part
of its order (the "Confirmation Order"), dated as of August 31, 2000, approving
and confirming the Corporation's plan of reorganization (the "Plan of
Reorganization") pursuant to applicable provisions of the Bankruptcy Code. This
amendment of the Amended and Restated Certificate of Incorporation is being
filed pursuant to Section 303 of the General Corporation Law of the State of
Delaware.

      5.    The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out Articles First through Tenth
thereof and by substituting in lieu of said Articles the following new Articles:

      FIRST: Name. The name of the Corporation is Safety Components
International, Inc.

      SECOND: Registered Office. The registered office of the Corporation is
to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington,
County of New

<PAGE>

Castle, State of Delaware, 19808. The name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.

      THIRD: Corporate Purpose. The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.

      FOURTH: Capitalization.

      SECTION 1. Authorized Capital. The total number of shares of stock which
the Corporation shall have authority to issue is twenty-five million
(25,000,000) shares, of which twenty million (20,000,000) shares shall be common
stock, par value $.01 per share ("Common Stock"), and five million (5,000,000)
shares shall be preferred stock, ("Preferred Stock"). The common stock and
preferred stock, when issued, shall have such rights with respect to dividends,
liquidation, voting, and other matters as set forth hereinbelow, in the
Corporation's Amended Bylaws and as provided under applicable non-bankruptcy
law; provided, however, that no such common stock and preferred stock shall be
nonvoting shares.

      SECTION 2. Preferred Stock. The designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof, of the
Preferred Stock are as follows:

      The Board of Directors is expressly authorized at any time, and from time
to time, to provide for the issuance of shares of Preferred Stock in one or more
series, with voting powers, and with such other designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors, subject to the limitations prescribed by law and in accordance
with the provisions hereof, including (but without limiting the generality
thereof) the following:

      (a)   The designation of the series and the number of shares to constitute
the series;

      (b)   The dividend rate, if any, of the series, the conditions and dates
upon which such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes of stock of
the Corporation, and whether such dividends shall be cumulative or
noncumulative;

      (c)   Whether the shares of the series shall be subject to redemption by
the Corporation and, if made subject to such redemption, the times, prices and
other terms and conditions of such redemption;

                                        2

<PAGE>

      (d)   The terms and amount of any sinking fund provided for the purchase
or redemption of the shares of the series;

      (e)   Whether or not the shares of the series shall be convertible into or
exchangeable for shares of any other class or classes or of any other series of
any class or classes of stock of the Corporation, and, if provision be made for
conversion or exchange, the times, prices, rates, adjustments and other terms
and conditions of such conversion or exchange;

      (f)   The extent to which the holders of the shares of the series shall be
entitled to vote with respect to the election of directors or otherwise;

      (g)   The restrictions, if any, on the issue or reissue of any additional
Preferred Stock; and

      (h)   The rights of the holders of the shares of the series upon the
dissolution, liquidation, or winding up of the Corporation.

      SECTION 3. Common Stock. The designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions thereof, of the
Common Stock are as follows:

      Subject to the prior or equal rights, if any, of the Preferred Stock of
any and all series stated and expressed by the Board of Directors in the
resolution or resolutions providing for the issuance of such Preferred Stock,
the holders of Common Stock shall be entitled (i) to receive dividends when and
as declared by the Board of Directors out of any funds legally available
therefor, (ii) in the event of any dissolution, liquidation or winding up of the
Corporation, to receive the remaining assets of the Corporation, ratably
according to the number of shares of Common Stock held, and (iii) to one vote
for each share of Common Stock held on all matters submitted to a vote of
stockholders.

      FIFTH: Stockholder Action. From and subsequent to the effective date of
the initial public offering by the Corporation of shares of Common Stock and
subject to the rights of the holders of any series of Preferred Stock, any
action required or permitted to be taken by stockholders pursuant to this
Certificate of Incorporation or under applicable law may be effected only at a
duly called annual or special meeting of stockholders and with a vote thereat,
and may not be effected by consent in writing. Except as otherwise required by
law and subject to the rights of any series of Preferred Stock, annual meetings
may be called only by the Board of Directors pursuant to a resolution approved
by a majority of the members of the Board of Directors, or by the Chairman of
the Board of Directors, the President or the Chief Executive Officer, and
special meetings of stockholders of the Corporation may be called only by the
Chairman of the Board of Directors, the President, the Chief Executive Officer
or the Board of Directors pursuant to a resolution approved by a majority of the
members of the Board of Directors. Subject to the rights of holders of any
series of Preferred Stock, stockholders are not permitted to

                                        3

<PAGE>

call an annual meeting and, subject to the rights of holders of any series of
Preferred Stock, stockholders are not permitted to call a special meeting of
stockholders or to require that the Board of Directors call such an annual or
special meeting.

      SIXTH: Certain Business Combinations.

      SECTION 1. Stockholder Approval. In addition to any affirmative vote
required by or other conditions to be complied with pursuant to applicable law
or this Certificate of Incorporation, and except as otherwise expressly provided
in Section 2 of this Article SIXTH,

      (a)   any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (i) an Interested Stockholder (as hereinafter defined)
or (ii) any other Person (whether or not itself an Interested Stockholder) which
is, or after such merger or consolidation would be, an Affiliate or Associate
(as such terms are hereinafter defined) of an Interested Stockholder, or

      (b)   any sale, lease, exchange, mortgage, pledge, grant of a security
interest, transfer or other disposition (in one transaction or a series of
transactions) to or with (i) an Interested Stockholder or (ii) any other Person
(whether or not itself an Interested Stockholder) which is, or after such sale,
lease, exchange, mortgage, pledge, grant of a security interest, transfer or
other disposition would be, an Affiliate or Associate of an Interested
Stockholder, directly or indirectly, of assets of the Corporation (including,
without limitation, any voting securities of a Subsidiary) or any Subsidiary, or
both, having an aggregate Fair Market Value (as hereinafter defined) of one
million dollars ($1,000,000) or more, or

      (c)   the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or series of transactions) of any securities of the Corporation
or any Subsidiary, or both, to (i) an Interested Stockholder or (ii) any other
Person (whether or not itself an Interested Stockholder) which is, or after such
issuance or transfer would be, an Affiliate or Associate of an Interested
Stockholder, in exchange for cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of one million
dollars ($1,000,000) or more, other than the issuance of securities upon the
conversion of convertible securities of the Corporation or any Subsidiary which
convertible securities were not acquired by such Interested Stockholder (or such
Affiliate or Associate) from the Corporation or a Subsidiary subsequent to the
time the Interested Stockholder became an Interested Stockholder, or

      (d)   the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate or Associate of an Interested Stockholder, or

      (e)   any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation

                                        4

<PAGE>

with any of its Subsidiaries or any other transaction (whether or not with or
into or otherwise involving an 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 directly or indirectly beneficially owned by (i) an Interested
Stockholder or (ii) any other Person (whether or not itself an Interested
Stockholder) which is, or after such reclassification, recapitalization, merger
or consolidation or other transaction would be, an Affiliate or Associate of an
Interested Stockholder; shall not be consummated unless (x) such consummation
shall have been approved by the affirmative vote of the holders of record of
outstanding shares representing (i) at least eighty percent (80%) of the voting
power of the then outstanding Voting Shares (as hereinafter defined) of the
Corporation, voting together as a single class and (ii) at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of the then outstanding Voting
Shares of the Corporation, voting together as a single class, which are not
beneficially owned, directly or indirectly, by such Interested Stockholder(s)
and (y) such transaction shall either (A) meet the criteria set forth in Section
2, paragraphs (a) through (f) of this Article SIXTH or (B) if such criteria are
not met, the Corporation shall, prior to the Corporation's stockholders
approving such transaction, obtain the advice of a financial advisor to the
effect that such transaction is fair to the holders of Voting Shares other than
the Interested Stockholder; provided, however, that meeting such criteria will
not be deemed to mean that the Continuing Directors are required to vote in
favor of such transaction. The requirements of clauses (x) and (y) of the
preceding sentence shall be required notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified, by law, in this
Certificate of Incorporation or in any agreement with any national securities
exchange or otherwise.

      SECTION 2. Alternative Procedural Requirements. The provisions of Section
1 of this Article SIXTH shall not be applicable to any particular Business
Combination (as hereinafter defined), and such Business Combination shall
require only such affirmative vote as is required by law and any other provision
of this Certificate of Incorporation, if the Business Combination shall have
been approved by a majority of the Continuing Directors (as hereinafter
defined). The approval of a majority of the Continuing Directors shall be
required to render Section 1 of this Article SIXTH inapplicable to a Business
Combination with an Interested Stockholder whether or not the particular
Business Combination meets the criteria set forth in paragraphs (a) through (f)
below; provided, however, that meeting such criteria shall not be deemed to mean
that the Continuing Directors are required to vote in favor of the proposed
Business Combination.

      The criteria referred to in the preceding paragraph are as follows:

      (a)   The transaction constituting the Business Combination shall provide
for consideration to be received by all holders of Common Stock in exchange for
all shares of their Common Stock, and the aggregate amount of the cash and the
Fair Market Value as of the date of the consummation of the Business Combination
of consideration other

                                        5

<PAGE>

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:

            (i)   if applicable, the highest per-share price (including any
      brokerage commissions, transfer taxes and soliciting dealers' fees) paid
      in order to acquire any shares of Common Stock beneficially owned by an
      Interested Stockholder (1) within the two-year period immediately prior to
      the Announcement Date (as hereinafter defined), (2) within the two-year
      period immediately prior to the Determination Date (as hereinafter
      defined) or (3) in the transaction in which it became an Interested
      Stockholder, whichever is highest; or

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

      (b)   If the transaction constituting the Business Combination shall
provide for consideration to be received by holders of any class or series of
outstanding Voting Shares other than Common Stock, the aggregate amount of the
cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of shares of such class or series of Voting Shares shall be at least
equal to the highest of the following (it being intended that the requirements
of this subsection (b) shall be required to be met with respect to every class
and series of outstanding Voting Shares, whether or not an Interested
Stockholder has previously acquired any shares of a particular class of Voting
Shares):

            (i)   if applicable, the highest per-share price (including any
      brokerage commissions, transfer taxes and soliciting dealers' fees) paid
      in order to acquire any shares of such class or series of Voting Shares
      beneficially owned by an Interested Stockholder (1) within the two-year
      period immediately prior to the Announcement Date, (2) within the two-year
      period immediately prior to the Determination Date or (3) in the
      transaction in which it became an Interested Stockholder, whichever is
      highest; or

            (ii)  the Fair Market Value per share of such class or series of
      Voting Shares on the Announcement Date or the Determination Date,
      whichever is higher; or

            (iii) if applicable, the highest preferential amount per share to
      which the holders of shares of such class or series of Voting Shares are
      entitled in the event of any voluntary or involuntary liquidation,
      dissolution or winding up of the Corporation;

      (c)   The consideration to be received by holders of a particular class or
series of outstanding Voting Shares (including Common Stock) shall be in cash or
in the same form as was previously paid in order to acquire shares of such class
or series of Voting Shares which are beneficially owned by an Interested
Stockholder and, if an Interested

                                        6

<PAGE>

Stockholder beneficially owns shares of any class or series of Voting Shares
which were acquired with varying forms of consideration, the form of
consideration for such class or series of Voting Shares shall be either cash or
the form used to acquire the largest number of shares of such class or series of
Voting Shares beneficially owned by it. The price determined in accordance with
subsections (a) and (b) of this Section 2 shall be subject to appropriate
adjustment in the event of any recapitalization, stock dividend, stock split,
combination of shares or similar event;

      (d)   After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:

            (i)   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 stock having preference over the Common Stock as to dividends
      or liquidation;

            (ii)  there shall have been (1) 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 (2) no failure to increase 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 to so increase such annual
      rate is approved by a majority of the Continuing Directors; and

            (iii) such Interested Stockholder shall not have become the
      beneficial owner of any additional Voting Shares except as part of the
      transaction in which it became an Interested Stockholder or except as
      approved by a majority of the Continuing Directors;

      (e)   After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder or except as
approved by a majority of the Continuing Directors), of any loans, advances,
guaranties, 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; and

      (f)   A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder (or any subsequent provisions replacing the Exchange Act or such
rules or regulations) shall be mailed to the stockholders of the Corporation,
not later than the earlier of (i) 30 days prior to any vote on the proposed
Business Combination or (ii) if no vote on such

                                        7

<PAGE>

Business Combination is required, 60 days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to the Exchange Act or subsequent provisions).
Such proxy statement shall contain at the front thereof, in a prominent place,
any recommendations as to the advisability (or inadvisability) of the Business
Combination which the Continuing Directors, or any of them, may have furnished
in writing and, if deemed advisable by a majority of the Continuing Directors,
an opinion of a reputable investment banking firm as to the fairness (or lack of
fairness) of the terms of such Business Combination, from the point of view of
the holders of Voting Shares other than an Interested Stockholder (such
investment banking firm to be selected by majority of the Continuing Directors,
to be furnished with all information it reasonably requests and to be paid a
reasonable fee for its services upon receipt by the Corporation of such
opinion).

      SECTION 3. Certain Definitions. For the purposes of this Article:

      (a)   "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act.

      (b)   "Announcement Date" shall mean the date of the first public
announcement of the proposed Business Combination.

      (c)   A Person shall be a "beneficial owner" of any Voting Shares:

            (i)   which such Person or any of its Affiliates or Associates
      beneficially owns, directly or indirectly; or

            (ii)  which such Person or any of its Affiliates or Associates
      has (1) 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 of (2) the right to
      vote or to direct the voting thereof pursuant to any agreement,
      arrangement or understanding; or

            (iii) which is beneficially owned, directly or indirectly, 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 or disposing of any Voting Shares.

      (d)   "Business Combination" shall mean any transaction which is referred
to in any one or more of subsections (a) through (e) of Section 1 of this
Article SIXTH.

      (e)   "Continuing Director" shall mean any member of the Board who is
unaffiliated with, and not a nominee of, an "Interested Stockholder," and was a
member of the Board prior to the time that such Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing Director who is
unaffiliated with, and not

                                        8

<PAGE>

a nominee of, an Interested Stockholder and is approved to succeed a "Continuing
Director" by a majority of Continuing Directors then on the Board.

      (f)   "Determination Date" shall mean the date on which the Interested
Stockholder became an Interested Stockholder.

      (g)   "Fair Market Value" shall mean: (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 Shares, 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 Exchange Act 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 Quotation 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 a
majority of the Continuing Directors in good faith; 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 a majority of the Continuing Directors in good
faith.

      (h)   "Interested Stockholder" shall mean any Person or entity (other
than the Corporation, any Subsidiary of the Corporation, any employee benefit
plan of the Corporation or any Subsidiary of the Corporation or any entity
holding shares of Common Stock for or pursuant to the terms of any such plan, or
any Person or entity who acquires beneficial ownership of more than 15% of the
outstanding Voting Shares with the prior approval of a majority of the
Continuing Directors), who or which:

            (i)   is the beneficial owner, directly or indirectly, of more
      than 15% of the combined voting power of the then outstanding Voting
      Shares; or

            (ii)  is an assignee of or has otherwise succeeded to the
      beneficial ownership of any Voting Shares which were at any time within
      the two-year period immediately prior to the date in question beneficially
      owned by an Interested Stockholder.

Notwithstanding the foregoing, no Person or entity shall become an Interested
Stockholder as the result of an acquisition of Voting Shares by the Corporation
which, by reducing the number of shares of Common Stock outstanding, increases
the proportionate number of shares beneficially owned by such Person to 15% or
more of the Voting Shares of the Corporation then outstanding; provided,
however, that if a Person or entity shall become the beneficial owner of 15% or
more of the Voting Shares of the Corporation then outstanding by reason of
shares purchased by the Corporation, and after such purchases by the Corporation
becomes the beneficial owner of any additional

                                        9

<PAGE>

Voting Shares of the Corporation, then such Person or entity shall be deemed to
be an Interested Stockholder.

For purposes of determining whether a Person is an "Interested Stockholder," the
number of Voting Shares deemed to be outstanding shall include shares deemed
owned through application of subsection (c) above but shall not include any
Voting Shares beneficially owned by any Person other than the Interested
Stockholder which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

      (i)   "Person" shall mean any individual, firm, trust, partnership,
association, corporation, unincorporated organization or other entity (other
than the Corporation, any Subsidiary of the Corporation for itself or as a
fiduciary for customers, or a trustee holding stock for the benefit of the
employees of the Corporation or its Subsidiaries, or any one of them, pursuant
to one or more employee benefit plans or arrangements), as well as two or more
persons acting as a partnership, limited partnership, syndicate, association or
other group for the purpose of acquiring, holding or disposing of shares of
stock.

      (j)   "Subsidiary" shall mean any corporation, partnership or other entity
of which a majority of any class of equity security (as defined in Rule 3a(1
1)-1 of the General Rules and Regulations under the Exchange Act), is owned,
directly or indirectly, by the Corporation; provided, however, that for purposes
of the definition of Interested Stockholder set forth above in subsection (h),
the term "Subsidiary" shall mean only a corporation, partnership or other entity
of which a majority of each class of equity security is beneficially owned,
directly or indirectly, by the Corporation.

      (k)   "Voting Shares" shall mean shares of all classes and series of stock
of the Corporation entitled to vote generally in the election of directors.

      SECTION 4. Determinations by the Board. A majority of the Continuing
Directors shall have the power and duty to determine for the purposes of this
Article SIXTH, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article SIXTH
including, without limitation, (i) whether a Person is an Interested
Stockholder, (ii) the number of Voting Shares beneficially owned by any Person,
(iii) whether a Person is an Affiliate or Associate of another, (iv) whether the
assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of one million dollars ($1,000,000) or more, (v) whether the
requirements of Section 2 of this Article SIXTH have been met and (vi) such
other matters with respect to which a determination is required under this
Article SIXTH. The good faith determination of a majority of the Continuing
Directors on such matters shall be conclusive and binding for all purposes of
this Article SIXTH, and no director will

                                       10

<PAGE>

have any liability to the Corporation or any other Person by reason of any such
determination so made.

      SECTION 5. Fiduciary Obligations. Nothing contained in this Article SIXTH
shall be construed to relieve the members of the Board of Directors or an
Interested Stockholder from any fiduciary obligation imposed by law.

      The fact that any Business Combination complies with the provisions of
Section 2 of this Article SIXTH shall not be construed to impose any fiduciary
duty, obligation or responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its adoption or
approval to the stockholders of the Corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner of the Board of Directors,
or any member thereof, with respect to evaluations of or actions and responses
taken with respect to such Business Combination.

      SECTION 6. Amendment or Repeal. Notwithstanding anything in this
Certificate of Incorporation to the contrary, the provisions set forth in this
Article SIXTH may not be repealed or amended in any respect, unless such action
is approved by either (a) a majority of the Continuing Directors (in addition to
the vote otherwise required by Section 242(b)(1) of the Delaware General
Corporation Law) or (b) the affirmative vote of the holders of (i) eighty
percent (80%) of the outstanding shares of capital stock of the Corporation
entitled to vote generally for the election of directors voting as a single
class, and (ii) if an Interested Stockholder is proposing such amendment,
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of capital
stock of the Corporation entitled to vote generally for the election of
directors which are not beneficially owned, directly or indirectly, by such
Interested Stockholder, voting as a single class.

      SEVENTH: Liability of Directors. No director shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of a
fiduciary duty as a director; provided, however, that to the extent required by
the provisions of Section 102(b)(7) of the General Corporation Law of the State
of Delaware or any successor statute, or any other laws of the State of
Delaware, this provision shall not eliminate or limit the liability of a
director (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, (iv) for
any transaction from which the director derived an improper personal benefit, or
(v) for any act or omission occurring prior to the date when the provision
becomes effective. If the General Corporation Law of the State of Delaware
hereafter is amended to authorize the further elimination or limitation on
personal liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. Any repeal or modification of this
Article SEVENTH by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect

                                       11

<PAGE>

any limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

      EIGHTH: Indemnification and Advancement of Expenses.

      SECTION 1. Indemnification. Except as otherwise provided in the Plan of
Reorganization or the Confirmation Order approving such plan, the Corporation
shall indemnify each person who was or is made 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
(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,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as 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 alleged action in any other capacity while service as a director, officer,
employee or agent, to the maximum 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, excise
taxes or penalties pursuant to the Employee Retirement Income Security Act of
1974, as amended, and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection with such proceeding 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. The right to indemnification conferred in this
Article EIGHTH shall be a contract right and shall include the right to be paid
by the Corporation for the expenses incurred in defending any such proceeding in
advance of its final disposition; provided that, if the General Corporation Law
of the State of Delaware so requires, the payment of such expenses incurred by a
director or officer in advance of the final disposition of a proceeding shall be
made only upon receipt by the Corporation of an undertaking by or on behalf of
such person to repay all amounts so advanced if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article EIGHTH or otherwise.

      SECTION 2. Nonexclusivity. The right to indemnification and advancement of
expenses conferred on any person by this Article EIGHTH shall not limit the
Corporation from providing any other indemnification permitted by law nor shall
it be deemed exclusive of any other with which any such person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

                                       12

<PAGE>

      SECTION 3. Insurance. The Corporation may purchase and 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.

      NINTH: Amendment of By-Laws. The Board of Directors shall have power to
make, amend and repeal the By-Laws. Any By-Laws made by the Board of Directors
under the powers conferred hereby may be amended or repealed by the Board of
Directors or by the stockholders.

      TENTH: Amendment of Certification of Incorporation. The Corporation
reserves the right to amend or repeal any provision contained in this Amended
and Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

                                       13

<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed in its name this 11th day of October, 2000.

                                     SAFETY COMPONENTS INTERNATIONAL, INC.

                                     By: /s/ John C. Corey
                                         -------------------------------------
                                         John C. Corey
                                         President and Chief Executive Officer

                                       14