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                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                    EVENFLO & SPALDING HOLDINGS CORPORATION

          Evenflo & Spalding Holdings Corporation, a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), hereby certifies as follows:

          1.   The name of the Company is Evenflo & Spalding Holdings
Corporation. The Company was initially incorporated under the name of E&S
Holdings Corporation. The date of filing of its original Certificate of
Incorporation with the Secretary of State of Delaware was July 31, 1984.

          2.   The Board of Directors of the Company has duly adopted this
amendment and restatement of the Certificate of Incorporation in accordance with
the provisions of Sections 141(f), 242 and 245 of the Delaware General
Corporation Law.

          3.   The stockholders of the Company have duly adopted this amendment
and restatement of the Certificate of Incorporation in accordance with the
provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law.

          4.   The text of the Certificate of Incorporation is hereby amended
and restated to read as herein set forth in full:

          FIRST:    The name of the Company is Evenflo & Spalding Holdings
Corporation.

          SECOND:   The registered office and registered agent of the Company is
The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New
Castle, Delaware 19801.

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

          FOURTH:   A.   The total number of shares of capital stock that the
Company is authorized to issue is 200,000,000 shares, of which 150,000,000
shares are Common Stock, par value $.01 per share (hereinafter referred to as
"Common Stock"), and
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50,000,000 shares are preferred stock, par value $.01 per share, (hereinafter
referred to as "Preferred Stock").

     B.   The 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 issue of such stock from time to time adopted by
the Board of Directors or a duly authorized committee thereof. 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, for
each such series the number of shares constituting such series and the
designations and powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof,
including, without limiting the generality of the foregoing, such provisions as
may be desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions of the Board of Directors
or a duly authorized committee thereof under the Delaware General Corporation
Law.

     C.   The number of authorized shares of any class or classes of 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 Common
Stock of the Company irrespective of the provisions of Section 242(b)(2) of the
Delaware General Corporation Law or any corresponding provision that may
hereafter be enacted.

     FIFTH:    The Board of Directors, acting by majority vote, may alter,
amend or repeal the By-Laws of the Company.

     SIXTH:    Except as otherwise provided by the Delaware General Corporation
Law as the same exists or may hereafter be amended, no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this Article Sixth by the stockholders of the Company shall not adversely
affect any right or protection of a director of the Company existing at the
time of such repeal or modification.

     SEVENTH:  To the fullest extent permitted by the laws of the State of
Delaware:

          A.   The Company shall indemnify any person (and such person's heirs,
executors or administrators) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(brought in the right of the Company or otherwise), whether civil, criminal,
administrative or investigative, and whether formal or informal, including
appeals, by reason of the fact that such person is or was a director or officer
of the Company or, if a director or officer of the Company, by reason of

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the fact that such person is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another enterprise,
partnership, joint venture, trust or other enterprise, for and against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or such heirs,
executors or administrators in connection with such action, suit or proceeding,
including appeals. Notwithstanding the preceding sentence, the Company shall be
required to indemnify a person described in such sentence in connection with
any action, suit or proceeding (or part thereof) commenced by such person only
if the commencement of such action, suit or proceeding (or part thereof) by
such person was authorized by the Board of Directors of the Company. The
Company may indemnify any person (and such person's heirs, executors or
administrators) who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (brought in the
right of the Company or otherwise), whether civil, criminal, administrative or
investigative, and whether formal or informal, including appeals, by reason of
the fact that such person is or was an employee or agent of the Company or is
or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another corporation, for and against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person or such heirs, executors or
administrators in connection with such action, suit or proceeding, including
appeals.

     B.   The Company shall promptly pay expenses incurred by (i) any person
whom the Company is obligated to indemnify pursuant to the first sentence of
Section A of this Article Seventh, or (ii) any person whom the Company has
determined to indemnify pursuant to the third sentence of Section A of this
Article Seventh, in defending any action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding, including appeals, upon
presentation of appropriate documentation.

     C.   The Company may purchase and maintain insurance on behalf of any
person described in Section A of this Article Seventh against any liability
asserted against such person, whether or not the Company would have the power
to indemnify such person against such liability under the provisions of Section
A of this Article Seventh or otherwise.

     D.   The provisions of this Article Seventh shall be applicable to all
actions, claims, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
its adoption. The provisions of this Article Seventh shall be deemed to be a
contract between the Company and each director or officer who serves in such
capacity at any time while this Article Seventh and the relevant provisions of
the laws of the State of Delaware and other applicable law, if any, are in
effect, and any repeal or modification hereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action,
suit or proceeding then or theretofore existing, or any action, suit or
proceeding thereafter brought or threatened based in whole or in part on
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any such state of facts. If any provision of this Article Seventh shall be
found to be invalid or limited in application by reason of any law or
regulation, it shall not affect the validity of the remaining provisions
hereof. The rights of indemnification provided in this Article Seventh shall
neither be exclusive of, nor be deemed in limitation of, any rights to which an
officer, director, employee or agent may otherwise be entitled or permitted by
contract, this Restated Certificate of Incorporation, vote of stockholders or
directors or otherwise, or as a matter of law, both as to actions in such
person's official capacity and actions in any other capacity while holding such
office, it being the policy of the Company that indemnification of any person
whom the Company is obligated to indemnify pursuant to the first sentence of
Section A of this Article Seventh shall be made to the fullest extent permitted
by law.

     E.   For purposes of this Article Seventh, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries.

     IN WITNESS WHEREOF, Evenflo & Spalding Holdings Corporation has caused
this Restated Certificate of Incorporation to be signed by Robert K. Adikes,
its Vice President, on September 24, 1997.

                              EVENFLO & SPALDING HOLDINGS CORPORATION


                              By: /s/ Robert K. Adikes
                                 --------------------------------
                                 Robert K. Adikes
                                 Vice President