CERTIFICATE OF INCORPORATION
                                OF
                    UNIROYAL CHEMICAL CORPORATION

I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law
of the State of Delaware, do hereby execute this Certificate of
Incorporation and do hereby certify as follows:

                          ARTICLE 1.

The name of the corporation (which is hereinafter referred to as
the "Corporation") is:

                   Uniroyal Chemical Corporation

                          ARTICLE 2.

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

                          ARTICLE 3.

The purpose of the Corporation shall be to engage in any lawful
act or activity for which corporations may be organized and
incorporated under the General Corporation Law of the State of
Delaware.
 
                          ARTICLE 4.

Section a.  The Corporation shall be authorized to issue 1,000
shares of capital stock, all of which 1,000 shares shall be
shares of Common Stock, $.01 par value ("Common Stock").

Section b.  Except as otherwise provided by law, the Common Stock
shall have the exclusive right to vote for the election of
directors and for all other purposes.  Each share of Common Stock
shall have one vote, and the Common Stock shall vote together as
a single class.

                         ARTICLE 5.

Any one or more directors may be removed, with or without cause,
by the vote or written consent of the holders of a majority of
the issued and outstanding shares of capital stock of the
Corporation entitled to be voted at an election of directors.

                            ARTICLE 6.

In furtherance and not in limitation of the powers conferred by
law, the Board of Directors of the Corporation (the "Board") is
expressly authorized and empowered to make, alter and repeal the
By-Laws of the Corporation.

                           ARTICLE 7.

Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as may be designated by or in the
manner provided in the By-Laws, or, if not so designated, at the
registered office of the Corporation in the State of Delaware. 
Elections of directors need not be by written ballot unless and
to the extent that the By-Laws so provide.

                         ARTICLE 8.

The Corporation reserves the right at any time from time to time
to amend, alter, change or repeal any provision contained in this
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 by
law; and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other
persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.

                          ARTICLE 9.

A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director,  except for liability (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, or (iv) for any
transaction from which the director derived an improper personal
benefit.

                          ARTICLE 10.

The name and mailing address of the incorporator is Howard A.
Mergelkamp III, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West
52nd Street, New York, New York 10019.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts
hereinabove stated are truly set forth and, accordingly, I have
hereunto set my hand this 21st day of August, 1996.



                             
Howard A. Mergelkamp III
Incorporator