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                                                                     EXHIBIT 3.1
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                          RADNOR HOLDINGS CORPORATION



     The Restated Certificate of Incorporation of Radnor Holdings Corporation
(the "Corporation") was duly adopted by the Board of Directors of the
Corporation in accordance with Section 245 of the General Corporation Law of the
State of Delaware.  This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

     FIRST. - The name of the Corporation is Radnor Holdings Corporation.

     SECOND. - The registered office of the Corporation is to be located at 1209
Orange Street, Wilmington, Delaware, 19801, in the County of New Castle.  The
registered agent at this address is The Corporation Trust Company.

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

     FOURTH. - The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 24,700 shares, consisting of 2,000
shares of Series Preferred Stock, $.10 par value (the "Series Preferred Stock"),
11,650 shares of Voting Common Stock, $.10 par value (the "Voting Common
Stock"), 5,650 shares of Nonvoting Common Stock, $.10 par value (the "Nonvoting
Common Stock"), and 5,400 shares of Class B Nonvoting Common Stock, $.01 par
value (the "Class B Nonvoting Common Stock") (the Voting Common Stock, the
Nonvoting Common Stock and the Class B Nonvoting Common Stock are hereinafter
sometimes referred to as the "Common Stock").
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     A.   Series Preferred Stock

          The Series Preferred Stock may be issued from time to time in one or
more series with such distinctive designations as may be stated in the
resolution or resolutions providing for the issuance of such stock from time to
time adopted by the board of directors.  The resolution or resolutions providing
for the issue of shares of a particular series shall fix, subject to applicable
laws and the provisions of this Article Fourth, the designations, rights,
preferences and limitations of the shares of each such series.  The authority of
the board of directors in respect to each series shall include, but not be
limited to, determination of the following:

          I.    the consideration for which such Series Preferred Stock shall be
issued;

          II.   the number of shares constituting such series, including the
authority to increase or decrease such number, and the distinctive designation
of such series;

          III.  the dividend rate of the shares of such series, if any, whether
the dividends shall be cumulative and, if so, the date from which they shall be
cumulative, and the relative rights of priority, if any, of payment of dividends
on shares of such series;

          IV.   the right, if any, of the Corporation to redeem shares of such
series and the terms and conditions of such redemption;

          V.    the rights of the shares in case of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of such series;

          VI.   the obligation, if any, of the Corporation to retire shares of
such series pursuant to retirement or sinking fund or funds of a similar nature
or otherwise and the terms and conditions of such obligation;
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          VII.  the terms and conditions, if any, upon which shares of such
series shall be convertible into or exchangeable for shares of stock of any
other class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;

          VIII. the voting rights and requirements, if any, of the shares of
such series, in addition to any voting rights required by law; and

          IX.   any other rights, preferences or limitations of shares of such
series.

          Except to the extent otherwise expressly provided the Delaware General
Corporation Law, as amended or as may be specified by the board of directors of
the Corporation in the resolution authorizing the issue of any series of Series
Preferred Stock or otherwise, for the issuance for such stock or by the holders
of shares of any Series Preferred Stock shall not have any right to vote on any
matter submitted to the stockholders of the Corporation for a vote.

          B.   Common Stock

               Except as set forth below, each share of Common Stock issued and
outstanding shall be identical in all respects one with the other.  Except for
and subject to any rights which may be granted to the holders of the Series
Preferred Stock or as may be provided by the laws of the State of Delaware, the
holders of Common Stock shall have exclusively all other rights of stockholders
including, but not by way of limitation, (i) the rights to receive dividends,
when and as declared by the board of directors out of assets lawfully available
therefor, and (ii) in the event of any distribution of assets upon liquidation,
dissolution or winding up of the Corporation or otherwise, the right to receive
ratably and equally all assets and funds of the Corporation remaining after the
payment of or provision for all obligations of the Corporation and the payment,
if any, to the holders of Series Preferred Stock of the specific amounts which
they are entitled to receive upon such liquidation, dissolution or winding up of
the Corporation as herein provided.  With respect to the declaration or payment
of any dividends with 
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respect to the Common Stock (whether in cash, stock, including Common Stock, or
other property), any distribution of assets to holders of the Corporation's
Common Stock upon any liquidation, dissolution or winding up of the Corporation
or any consolidation, subdivision or other reclassification of any shares of the
Corporation's Common Stock or any other matter (other than voting or conversion
rights), the Corporation shall not differentiate in any respect among the
outstanding shares of Voting Common Stock, Nonvoting Common Stock and Class B
Nonvoting Common Stock.

          Except to the extent otherwise expressly provided by the Delaware
General Corporation Law, as amended, the holders of shares of Nonvoting Common
Stock and Class B Nonvoting Common Stock shall not be entitled to vote on any
matter submitted to the stockholders of the Corporation for a vote.

          At the option of the holder thereof, each share of Nonvoting Common
Stock shall be convertible into one share of Voting Common Stock upon the
earliest to occur of:  (i) the date on which the Corporation gives notice as
required pursuant to Section 5(A)(i) of that certain Registration Rights
Agreement between the Corporation and Scott Paper Company (the "Rights
Agreement") to be executed pursuant to the terms of the Stock Purchase Agreement
dated February 14, 1992 between WinCup Holdings, Inc. and Scott Paper Company;
(ii) the expiration of the 30-day period specified in Section 4(A)(iii) of the
Rights Agreement and (iii) the date on which there is an event or series of
events as a result of which neither Michael T. Kennedy nor any entity or person
as to which Michael T. Kennedy has the then-existing right or power to elect or
otherwise designate a majority of the board of directors (or similar governing
body), directly or indirectly, has the then-existing right or power to elect or
otherwise designate a majority of the board of directors of the Corporation.

          The Corporation shall reserve and keep available out of its authorized
but unissued Voting Common Stock such number of shares of Voting Common Stock as
shall from time to time be sufficient to effect conversions of the shares of
Nonvoting Common Stock which may be issued from time to time."
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     FIFTH. - The Corporation shall have perpetual existence.

     SIXTH. - The Corporation shall indemnify directors and officers of the
Corporation to the fullest extent permitted by law.

     SEVENTH. - A director of the Corporation shall not be personally liable to
the Corporation or to its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders; or (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; or (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.  In discharging the duties of their respective positions, the directors
and individual officer may, in considering the best interests of the
Corporation, consider the effects of any action upon employees, suppliers and
customers of the Corporation, communities in which offices or other
establishments of the Corporation are located, and all other pertinent factors.

     EIGHTH. - The directors of the Corporation shall have the power to make and
to alter or amend the Bylaws; to fix the amount to be reserved as working
capital; and to authorize and cause to be executed, mortgages and liens, without
limit as to the amount, upon the property and franchise of the Corporation.

     NINTH. - The stockholders and directors shall have the power to hold
meetings and keep the books, documents and papers of the Corporation outside the
State of Delaware, at such places as may be from time to time designated by the
Bylaws of the Corporation or by resolution of the directors, except as otherwise
required by the laws of the State of Delaware.
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     IN WITNESS WHEREOF, said Radnor Holdings Corporation has caused this
restated Certificate of Incorporation to be signed by Michael T. Kennedy, its
President, and attested by Michael V. Valenza, its Assistant Secretary, this 8th
day of January, 1997.


(SEAL)                        RADNOR HOLDINGS CORPORATION

Attest:


/s/ Michael V. Valenza        By: /s/  Michael T. Kennedy
----------------------            ---------------------------
Name:  Michael V. Valenza         Name:  Michael T. Kennedy
Title: Assistant Secretary        Title: President
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                           CERTIFICATE OF AMENDMENT
                                      OF
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                          RADNOR HOLDINGS CORPORATION
                                        

     We, Michael T. Kennedy, President, and Caroline J. Williamson, Secretary,
of RADNOR HOLDINGS CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"),

     DO HEREBY CERTIFY:

     FIRST:  That the holders of Voting Common Stock and the holders of
Nonvoting Common Stock of the Corporation, pursuant to written consents dated
January 28, 1999, duly adopted the following resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of the Corporation:


          RESOLVED, that the first clause of Article Fourth, Section B,
     paragraph three of the Restated Certificate of Incorporation shall be
     amended and restated to read as follows:

               "At the option of the holder thereof, each share of Nonvoting
          Common Stock shall be convertible into one-tenth of one share of
          Voting Common Stock and nine-tenths of one share of Nonvoting Common
          Stock upon the earliest to occur of:"

          FURTHUR RESOLVED, that Article Fourth, Section B, paragraph three,
     subsection (iii) of the Restated Certificate of Incorporation shall be
     amended and restated to read as follows:

               "(iii) the date on which there is an event or series of events as
          a result of which none of the following possesses the then-existing
          right or power, directly or indirectly, to elect or otherwise
          designate a majority of the board of directors of the Corporation: (a)
          Michael T. Kennedy, (b) one or more members of the "Kennedy Group" (as
          hereinafter defined), or (c) an entity or person as to which 
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          Michael T. Kennedy or one or more members of the Kennedy Group
          possesses the then-existing right or power, directly or indirectly, to
          elect or otherwise designate a majority of the board of directors (or
          similar governing body). "Kennedy Group" means, with respect to
          Michael T. Kennedy, each of the following: his estate, his spouse, any
          of his issue, and a trust or trusts under which his spouse or any of
          his issue is or are beneficiaries."

    SECOND:  With respect to such adoption, written consents of the holders of
Voting Common Stock and the holders of Nonvoting Common Stock of the Corporation
have been given in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

    IN WITNESS WHEREOF, said Radnor Holdings Corporation has caused this
certificate to be signed by Michael T. Kennedy, President and attested by
Caroline J. Williamson, Secretary, this 9th day of February, 1999.


Attest:                                           RADNOR HOLDINGS CORPORATION


/s/ Caroline J. Williamson                        By: /s/ Michael T. Kennedy
--------------------------                           ----------------------
Caroline J. Williamson,                              Michael T. Kennedy
Secretary                                            President