RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        AMERICAN STANDARD COMPANIES INC.


     American  Standard  Companies  Inc., a  corporation  organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

     1. The  Corporation  was  incorporated  as ASI Holding  Corporation and its
original Certificate of Incorporation  was filed with the Secretary of State of
the State of Delaware on March 15, 1988.

     2. On April 4, 1990, the Board of Directors of the Corporation  unanimously
adopted a resolution authorizing the amendment of the Corporation's  Certificate
of Incorporation  in accordance with Section 242 of the General  Corporation Law
of the State of Delaware.  The  amendment  increased  the  authorized  number of
shares of the  Corporation's  common stock. In lieu of a meeting and vote of the
stockholders of the Corporation, the Corporation's majority stockholder, by less
than unanimous  written consent dated April 13, 1990,  approved the amendment of
the  Certificate  of  Incorporation  and the taking of the actions  contemplated
thereby,  and such  consent  was filed with the  minutes of the  proceedings  of
stockholders  of the  Corporation.  Notice  of  such  action  was  given  to all
stockholders  who did  not  consent  in  writing,  all in  accordance  with  the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware.  The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on April 19, 1990.



<PAGE>
                                           
     3. At a meeting  duly held on December 5, 1991,  the Board of  Directors of
the  Corporation   adopted  a  resolution   authorizing  the  amendment  of  the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General  Corporation Law of the State of Delaware.  The amendment  decreased the
authorized  number of shares of the  Corporation's  common  stock.  In lieu of a
meeting  and vote of the  stockholders  of the  Corporation,  the  Corporation's
majority  stockholder,  by less than unanimous written consent dated December 6,
1991,  approved the amendment of the Certificate of Incorporation and the taking
of the actions contemplated thereby, and such consent was filed with the minutes
of the proceedings of stockholders of the Corporation. Notice of such action was
given to all stockholders who did not consent in writing, all in accordance with
the  provisions  of Section 228 of the General  Corporation  Law of the State of
Delaware.  The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on December 20,  1991. A  Certificate  of  Correction  was
filed with the  Secretary  of State of the State of Delaware on January 3, 1992,
indicating the Certificate of Amendment had incorrectly stated that the adoption
of the  resolution  had  been by  unanimous  written  consent  of the  Board  of
Directors of the Corporation.

     4. At a meeting  duly held on November 2, 1994,  the Board of  Directors of
the  Corporation   adopted  a  resolution   authorizing  the  amendment  of  the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware. The amendment changed the name
of the  Corporation  and required or  permitted  indemnification  of  Directors,
officers,  employees  and agents in  accordance  with Delaware law. In lieu of a
meeting  and vote of the  stockholders  of the  Corporation,  the  Corporation's
majority  stockholder,  by less than unanimous written consent dated November 2,
1994,  approved the amendment of the Certificate of Incorporation and the taking
of the actions contemplated thereby, and such consent was filed with the minutes
of the proceedings of stockholders of the Corporation. Notice of such action was
given to all stockholders who did not consent in writing, all in accordance with
the  provisions  of Section 228 of the General  Corporation  Law of the State of
Delaware.  The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on November 9, 1994.
<PAGE>

     5. At a meeting  duly held on December 1, 1994,  the Board of  Directors of
the  Corporation   adopted  a  resolution   authorizing  the  amendment  of  the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General  Corporation Law of the State of Delaware.  The amendment  increased the
authorized number of shares of the Corporation's common stock,  provided for the
issuance of up to 2,000,000 shares of preferred stock of the Corporation, having
such terms as the Board of  Directors  may  determine,  and  provided  for other
matters  relating to such common stock and preferred stock. In lieu of a meeting
and vote of the  stockholders of the  Corporation,  the  Corporation's  majority
stockholder,  by less than  unanimous  written  consent dated  December 1, 1994,
approved the amendment of the Certificate of Incorporation and the taking of the
actions contemplated thereby, and such consent was filed with the minutes of the
proceedings of stockholders of the Corporation.  Notice of such action was given
to all stockholders  who did not consent in writing,  all in accordance with the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware.  The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on December 5, 1994.

     6. At a meeting duly held on January 4, 1995, the Board of Directors of the
Corporation  adopted a resolution  authorizing  the amendment and restatement of
the Corporation's Certificate of Incorporation as set forth herein in accordance
with the  provisions of Sections 242 and 245 of the General  Corporation  Law of
the State of Delaware.  In lieu of a meeting and vote of the stockholders of the
Corporation,  the  Corporation's  majority  stockholder, by less than unanimous
written consent dated January 4, 1995, approved the amendment and restatement of
the  Corporation's  Certificate of  Incorporation  and the taking of the actions
contemplated  thereby,  and such  consent  was  filed  with the  minutes  of the
proceedings of stockholders of the Corporation.  Notice of such action was given
to all stockholders  who did not consent in writing,  all in accordance with the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware.  The Restated  Certificate of Incorporation so approved was filed with
the Secretary of State of the State of Delaware on January 24, 1995.

     7. At a meeting  duly held on March 5, 1998,  the Board of Directors of the
Corporation  adopted a resolution  authorizing  the amendment and restatement of
the Corporation's  Restated  Certificate of Incorporation as set forth herein in
accordance  with  the  provisions  of  Sections  242  and  245  of  the  General
Corporation Law of the State of Delaware.  At the Annual Meeting of Stockholders
of the Corporation,  held on May 7, 1998, by the vote of more than a majority of
the shares of the  Corporation's  outstanding  common stock,  the  Corporation's
stockholders  approved  the  amendment  and  restatement  of  the  Corporation's
Restated Certificate of Incorporation as set forth herein.
<PAGE>

     8. Pursuant to Sections 242 and 245 of the General  Corporation  Law of the
State of  Delaware,  this  Restated  Certificate  of  Incorporation  amends  and
restates the  provisions of the Restated  Certificate  of  Incorporation  of the
Corporation.  The amendments  have the effect of (i) removing  certain  obsolete
provisions; (ii) making a clarifying change to article SEVENTH conforming to the
Corporation's  Amended By-laws and (iii) making such other changes as are proper
under the General  Corporation Law of the State of Delaware and deemed necessary
or appropriate by the Board of Directors.

     9. The text of the Restated  Certificate  of  Incorporation  as  heretofore
amended is hereby amended and restated to read in its entirety as follows:


     FIRST: The name of the Corporation is American Standard Companies Inc.
<PAGE>


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

     THIRD:  The nature of the business of the  Corporation  is 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: (a) The total number of shares of stock which the Corporation shall
have  authority to issue is 200,000,000  shares of common stock,  par value $.01
per share (the "Common  Stock"),  and 2,000,000  shares of preferred  stock, par
value $.01 per share (the "Preferred Stock").

     (b) Each  holder of Common  Stock  shall be  entitled  to one vote for each
share of Common  Stock held of record by such  holder and shall be  entitled  to
vote  with  respect  to all  matters  as to which a  stockholder  of a  Delaware
corporation would be entitled to vote.

     (c) The Preferred  Stock may be issued at any time and from time to time in
one or more series.  The Board of Directors is hereby  authorized to provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate
of designation pursuant to the applicable  provisions of the General Corporation
Law of the State of  Delaware  (hereinafter  referred to as a  "Preferred  Stock
Certificate  of  Designation"),  to  establish  from time to time the  number of
shares to be included in each such series,  and to fix the designation,  powers,
preferences  and rights of shares of each such  series  and the  qualifications,
limitations and restrictions thereof.
<PAGE>


     The  authority  of the Board of  Directors  with  respect to each series of
Preferred  Stock  shall  include,  but not be limited to,  determination  of the
following:

          (i) the  designation  of the  series,  which may be by  distinguishing
     number, letter or title;

          (ii) the  number of shares of the  series,  which  number the Board of
     Directors may thereafter (except where otherwise provided in the applicable
     Preferred Stock  Certificate of Designation)  increase or decrease (but not
     below the number of shares thereof then outstanding);

          (iii) whether dividends,  if any, shall be cumulative or noncumulative
     and the dividend rate of the series;

          (iv) the dates on which dividends, if any, shall be payable;

          (v) the redemption  rights and price or prices,  if any, for shares of
     the series;

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

          (vii) the amounts  payable on shares of the series in the event of any
     voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
     affairs of the Corporation;

          (viii)  whether  the  shares of the  series  shall be  convertible  or
     exchangeable  into  shares  of any  other  class or  series,  or any  other
     security,  of the  Corporation  or any other  corporation,  and, if so, the
     specification  of such other  class or series or such other  security,  the
     conversion or exchange  price or prices or rate or rates,  any  adjustments
     thereof,  the date or dates as of which such shares shall be convertible or
     exchangeable  and all other terms and conditions upon which such conversion
     or exchange may be made;
<PAGE>

          (ix)  restrictions  on the issuance of shares of the same series or of
     any other class or series; and

          (x) the voting rights, if any, of the holders of shares of the series.

          (d) The Common  Stock  shall be subject  to the  express  terms of the
     Preferred Stock and any series thereof.

          (e) Except as may be required  by law or as provided in this  Restated
     Certificate  of  Incorporation  or  in a  Preferred  Stock  Certificate  of
     Designation,  the Common Stock shall have the  exclusive  right to vote for
     the  election  of  Directors  and for all other  purposes,  and  holders of
     Preferred  Stock  shall not be  entitled  to vote on any  matter or receive
     notice of any meeting of stockholders.

          (f) The  Corporation  shall be  entitled  to treat the person in whose
     name any share of its stock is  registered  as the  owner  thereof  for all
     purposes and shall not be bound to recognize  any  equitable or other claim
     to, or interest in, such share on the part of any other person,  whether or
     not the Corporation shall have notice thereof, except as expressly provided
     by applicable law.

          FIFTH:  The Board of  Directors  is hereby  authorized  to create  and
     issue,  whether or not in  connection  with the issuance and sale of any of
     its stock or other  securities  or  property,  and to  retain  outstanding,
     rights  entitling  the  holders  thereof to purchase  from the  Corporation
     shares  of  stock or  other  securities  of the  Corporation  or any  other
     corporation. The times at which and the terms upon which such rights are to
     be issued will be determined by the Board of Directors and set forth in the
     contracts or  instruments  that evidence such rights.  The authority of the
     Board of Directors  with respect to such rights shall  include,  but not be
     limited to, determination of the following:
<PAGE>


          (a) The initial purchase price per share or other unit of the stock or
     other securities or property to be purchased upon exercise of such rights.

          (b)  Provisions  relating to the times at which and the  circumstances
     under which such rights may be exercised or sold or otherwise  transferred,
     either  together  with  or  separately  from,  any  other  stock  or  other
     securities of the Corporation.

          (c)  Provisions  which  adjust  the number or  exercise  price of such
     rights,  or amount or nature of the stock or other  securities  or property
     receivable  upon  exercise of such rights,  in the event of a  combination,
     split or  recapitalization  of any  stock of the  Corporation,  a change in
     ownership of the  Corporation's  stock or other  securities  or any portion
     thereof or a reorganization, merger, consolidation, sale of assets or other
     occurrence relating to the Corporation or any stock of the Corporation, and
     provisions  restricting  the ability of the  Corporation  to enter into any
     such transaction absent an assumption by the other party or parties thereto
     of the obligations of the Corporation under such rights.

          (d) Provisions which deny the holder of a specified  percentage of the
     outstanding  stock or other securities of the Corporation,  or having other
     specified  characteristics  or status,  the right to  exercise  such rights
     and/or cause the rights held by such holder to become void.

          (e)  Provisions  which permit the  Corporation  to redeem and exchange
     such rights.

          (f) The appointment of a rights agent with respect to such rights.

          SIXTH:  In furtherance  and not in limitation of the powers  conferred
     upon it by law,  the Board of  Directors  shall have the power  without the
     assent or vote of the  stockholders  to adopt,  amend,  alter or repeal the
     Amended By-Laws of the  Corporation,  except to the extent that the Amended
     By-Laws or this Restated Certificate of Incorporation otherwise provide.
<PAGE>

          SEVENTH:  (a) The  business  and affairs of the  Corporation  shall be
     managed  by or under the  direction  of its Board of  Directors,  which may
     exercise all such powers of the Corporation and do all such lawful acts and
     things as are not by law or by this Restated  Certificate of  Incorporation
     directed or required to be exercised or done by the stockholders.

          (b)  The  number  of  Directors  constituting  the  initial  Board  of
     Directors shall be eleven (11) and thereafter the number of Directors shall
     be as set forth in or pursuant to the Amended  By-Laws of the  Corporation,
     but shall not be more than twenty-one (21). The Board of Directors shall be
     divided into three classes, designated Classes I, II and III, the number of
     directorships  in each of which  Classes shall be as nearly equal in number
     as possible.  At the annual meeting of stockholders  in 1995,  Directors of
     Class I were  elected for a term  expiring  at the 1996  annual  meeting of
     stockholders, Directors of Class II were elected for a term expiring at the
     1997 annual meeting of stockholders and Directors of Class III were elected
     for a term  expiring at the 1998 annual  meeting of  stockholders.  At each
     succeeding annual meeting of stockholders, the respective successors of the
     Directors whose terms are then expiring shall be elected for terms expiring
     at the annual meeting of stockholders  held in the third  succeeding  year.
     Vacancies  in the  Board of  Directors  may be filled  as  provided  in the
     Amended  By-Laws.  If the number of Directors is changed,  any increases or
     decreases  shall be  apportioned  among  the  Classes  so as to  attain  or
     maintain in each Class a number of directors as nearly equal as  reasonably
     possible.  The holders of a majority of the shares then entitled to vote at
     an election of  Directors  may remove any  Director or the entire  Board of
     Directors, but only for cause. Notwithstanding the foregoing, the election,
     term,  removal and filling of vacancies  with respect to Directors  elected
     separately  by the holders of one or more series of  Preferred  Stock shall
     not be governed by this  Article  SEVENTH,  but rather shall be as provided
     for  in  the  Preferred  Stock  Certificate  of  Designation  creating  and
     establishing such series of Preferred Stock.
<PAGE>

          (c) Advance notice of nominations by stockholders  for the election of
     Directors, and of stockholder proposals regarding action to be taken at any
     meeting  of  stockholders,  shall be given in the  manner and to the extent
     provided in the Amended By-Laws of the Corporation.

          EIGHTH:  (a)  A  Director  shall  not  be  personally  liable  to  the
     Corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary  duty as a  Director;  provided  that  this  provision  shall not
     eliminate  or limit the  liability  of a Director (i) for any breach of his
     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 the law,  (iii)  under  Section  174 of the  General
     Corporation Law of the State of Delaware,  or (iv) for any transaction from
     which the Director  derives an improper  personal  benefit.  If the General
     Corporation  Law of the State of  Delaware  is amended  after the filing of
     this Restated  Certificate of Incorporation  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  the  foregoing   paragraph  by  the
     stockholders  of the  Corporation  shall not adversely  affect any right or
     protection of a Director of the Corporation  existing in respect of any act
     or omission occurring prior to the time of such repeal or modification.

          (b) The  Corporation  shall  indemnify,  to the fullest  extent now or
     hereafter  permitted  by  the  General  Corporation  Law of  the  State  of
     Delaware,  any person who was or is a party or is  threatened  to be made a
     party to any threatened,  pending or completed action,  suit or proceeding,
     whether civil, criminal,  administrative or investigative, by reason of the
     fact that he or she is or was or has agreed to become a Director or officer
     of the  Corporation,  or is or was  serving  or has  agreed to serve at the
     request of the Corporation as a Director or officer of another corporation,
     partnership,  joint venture, trust or other enterprise, or by reason of any
     action alleged to be taken or omitted in such capacity, and may to the same

<PAGE>

     extent  indemnify  any person who was or is a party or is  threatened to be
     made a party to such an action,  suit or  proceeding  by reason of the fact
     that he or she is or was or has  agreed to become an  employee  or agent of
     the Corporation, or is or was serving or has agreed to serve at the request
     of  the  Corporation  as an  employee  or  agent  of  another  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement in connection with such action, suit or proceeding or any appeal
     therefrom.

          NINTH:  A  Director  of  the  Corporation,   in  determining  what  he
     reasonably  believes to be in the best interests of the Corporation,  shall
     consider  the  interests  of the  Corporation's  stockholders  and,  in his
     discretion, may consider any of the following:

          (b) The interests of the Corporation's employees, suppliers, creditors
     and customers;

          (c) The state of the U.S. and global economy;

          (d) Community and societal interests; and

          (e) The long-term as well as short-term  interests of the  Corporation
     and its stockholders, including the possibility that these interests may be
     best served by the continued independence of the Corporation.

          TENTH:  Election  of  Directors  at an annual or  special  meeting  of
     stockholders  need not be by written  ballot unless the Amended  By-Laws of
     the Corporation shall so provide.
<PAGE>

          ELEVENTH: Cumulative voting for the election of Directors shall not be
     permitted.

          TWELFTH:  Any  action  required  or  permitted  to  be  taken  by  the
     stockholders of the Corporation must be effected at a duly called annual or
     special meeting of stockholders of the Corporation,  and the ability of the
     stockholders  to  consent  in writing to the taking of any action is hereby
     specifically denied.  Except as otherwise required by law, special meetings
     of  stockholders  of the  Corporation  may be called  only by (i) the Chief
     Executive Officer of the Corporation,  (ii) the Board of Directors pursuant
     to a  resolution  adopted by a majority of the total  number of  authorized
     Directors

          THIRTEENTH:  The  Corporation  reserves the right at any time and from
     time to time to amend,  alter,  change or repeal any provision contained in
     this  Restated  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  prescribed herein or by
     applicable  law, and all rights,  preferences  and privileges of whatsoever
     nature  conferred  upon  stockholders,   Directors  or  any  other  persons
     whomsoever by and pursuant to this Restated Certificate of Incorporation in
     its present form or as hereafter  amended are granted  subject to the right
     reserved in this Article THIRTEENTH;  provided, however, that any amendment
     or repeal of Article EIGHTH of this Restated  Certificate of  Incorporation
     shall not  adversely  affect  any right or  protection  existing  hereunder
     immediately prior to such amendment or repeal; and provided,  further, that
     Articles  FIFTH,  SIXTH,  SEVENTH,  EIGHTH,  NINTH,  ELEVENTH,  TWELFTH and
     THIRTEENTH  of this  Restated  Certificate  of  Incorporation  shall not be
     amended,  altered,  changed or repealed without the affirmative vote of the
     holders of at least 65% of the then  outstanding  stock of the  Corporation
     entitled to vote generally in the election of Directors.
<PAGE>


          IN WITNESS WHEREOF,  American Standard  Companies Inc. has caused this
     Restated  Certificate of  Incorporation  to be signed by Richard A. Kalaher
     its  Vice  President,  General  Counsel  and  Secretary,  and  attested  by
     Frederick C. Paine its Assistant Secretary, this 2nd day of September 1998.

                                                AMERICAN STANDARD COMPANIES INC.


                                                 -------------------------------
                                                 Vice President, General Counsel
                                                                   and Secretary


ATTEST:



By:  _____________________
     Assistant Secretary





STATE OF NEW JERSEY)
                   )SS:
COUNTY OF MIDDLESEX)

          On the 2nd day of September, 1998 before me personally came Richard A.
     Kalaher and  Frederick C. Paine to me known,  who,  being by me duly sworn,
     did depose and say:  That they reside in Mendham,  New Jersey and  Lebanon,
     New Jersey, respectively; that they are Vice President, General Counsel and
     Secretary,  and Assistant  Secretary,  respectively,  of American  Standard
     Companies  Inc.,  the  corporation  described  in and  which  executed  the
     foregoing  instrument;  and that they are  authorized  to sign their  names
     thereto.


                                                     -----------------------
                                                          Notary Public