<PAGE>


                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                    BUILDING MATERIALS CORPORATION OF AMERICA

      (Pursuant to Section 245 of the General Corporation Law of Delaware)
                     ---------------------------------------

     Building Materials Corporation of America, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

     1. The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware on January 31, 1994. The Corporation was formerly
known as GAF Newco Inc.

     2. The  Certificate of Incorporation is hereby amended and restated to read
in its entirety as follows:

           "FIRST:  The  name  of the  Corporation  is  Building  Materials
     Corporation  of America.

           SECOND: The address of the registered office of the Corporation in
     the State of Delaware is 1013 Centre Road, City of Wilmington, County of
     New Castle, State of Delaware. The name of the registered agent of the
     Corporation in the State of Delaware at such address is The Prentice-Hall
     Corporation System, Inc.

           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 the State of Delaware, as from time to time amended.

           FOURTH: The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is One Million Eight Hundred
     Thousand (1,800,000) shares, consisting of:

           (a)   One Million Four Hundred Thousand (1,400,000) shares of common
                 stock, par value $.001 per share (hereinafter referred to as
                 "Common Stock"), and which shares shall be divided into two
                 classes, consisting of One Million Three Hundred Thousand
                 (1,300,000) shares of Class A Common Stock (hereinafter
                 referred to as "Class A Common Stock") and One Hundred Thousand
                 (100,000) shares of Class B Common Stock (hereinafter referred
                 to as "Class B Common Stock"); and

<PAGE>

           (b)   Four Hundred Thousand (400,000) shares of preferred stock, par
                 value $.01 per share (hereinafter referred to as "Preferred
                 Stock").

           A. PREFERRED STOCK: Shares of Preferred Stock may be issued from time
     to time in one or more series, as may from time to time be determined by
     the Board of Directors, each of said series to be distinctly designated.
     All shares of any one series of Preferred Stock shall be alike in every
     particular, except that there may be different dates from which dividends,
     if any, thereon shall be cumulative, if made cumulative. The voting powers
     and the preferences and relative, participating, optional and other special
     rights of each series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph C of this Article FOURTH, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

           (a) The distinctive designation of, and the number of shares of
               Preferred Stock which shall constitute such series, which number
               may be increased (except where otherwise provided by the Board of
               Directors) or decreased (but not below the number of shares
               thereof then outstanding) from time to time by like action of the
               Board of Directors;

           (b) The rate and times at which, and the terms and conditions on
               which, dividends, if any, on Preferred Stock of such series shall
               be paid, the extent of the preference or relation, if any, of
               such dividends to the dividends payable on any other class or
               classes or series of the same or other classes of stock and
               whether such dividends shall be cumulative or non-cumulative;

           (c) The right, if any, of the holders of Preferred Stock of such
               series to convert the same into, or exchange the same for, shares
               of any other class or classes or of any series of the same or any
               other class or classes of stock of the Corporation and the terms
               and conditions of such conversion or exchange;


                                       2
<PAGE>


           (d) Whether or not Preferred Stock of such series shall be subject to
               redemption, and the redemption price or prices, including,
               without limitation, cash, property, or rights (including
               securities of the Corporation or any other corporation), and the
               time or times at which, and the terms and conditions on which,
               Preferred Stock of such series may be redeemed;

           (e) The rights, if any, of the holders of Preferred Stock of such
               series upon the voluntary or involuntary liquidation, merger,
               consolidation, distribution or sale of assets, dissolution or
               winding-up of the Corporation;

           (f) The terms of the sinking fund or redemption or purchase account,
               if any, to be provided for the Preferred Stock of such series;
               and

           (g) The voting powers, if any, of the holders of such series of
               Preferred Stock which may, without limiting the generality of the
               foregoing, include the right, voting as a series by itself or
               together with other series of Preferred Stock or all series of
               Preferred Stock as a class, to elect one or more directors of the
               Corporation if there shall have been a default in the payment of
               dividends on any one or more series of Preferred Stock or under
               such other circumstances and on such conditions as the Board of
               Directors may determine.

                      B.  COMMON STOCK

                       1. After the requirements with respect to preferential
     dividends on the Preferred Stock (fixed in accordance with the provisions
     of Paragraph A of this Article FOURTH), if any, shall have been met and
     after the Corporation shall have complied with all the requirements, if
     any, with respect to the setting aside of sums as sinking funds or
     redemption or purchase accounts (fixed in accordance with the provisions of
     Paragraph A of this Article FOURTH), and subject further to any other
     conditions which may be fixed in accordance with the provisions of
     Paragraph A of this Article FOURTH, then and not otherwise the holders of
     Common Stock shall be entitled to receive such dividends as may be declared
     from time to time by the Board of Directors, provided that so long as any
     shares of Class B Common Stock shall be outstanding, the holders of such
     Class B Common Stock shall be entitled to receive, when and as declared by
     the Board of Directors from time to time, out of any funds legally
     available therefor, dividends in such amounts as the Board of Directors
     shall determine at the time of any such declaration before dividends of any
     kind may be declared upon the Class A Common Stock.



                                       3
<PAGE>
                       2. After distribution in full of the preferential amount,
     if any (fixed in accordance with the provisions of Paragraph A of this
     Article FOURTH), to be distributed to the holders of Preferred Stock in the
     event of voluntary or involuntary liquidation, dissolution or winding-up of
     the Corporation, the holders of the Common Stock, subject to the rights, if
     any, of the holders of Preferred Stock to participate therein (fixed in
     accordance with Paragraph A of the Article FOURTH), shall be entitled to
     receive, ratably in proportion to the number of shares of Common Stock held
     by them (and not ratably in proportion to the number of shares of each
     class of such Common Stock), all the remaining assets of the Corporation,
     tangible and intangible, of whatever kind, as are available for
     distribution to stockholders.

                      C.  OTHER PROVISIONS

                       1. No holder of any of the shares of any class or series
     of stock or of options, warrants or other rights to purchase shares of any
     class or series of stock or of other securities of the Corporation shall
     have any preemptive right to purchase or subscribe for any unissued stock
     of any class or series or any additional shares of any class or series to
     be issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to a
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms, as
     may be deemed advisable by the Board of Directors in the exercise of its
     sole discretion.

                       2. The relative powers, preferences and rights of each
     series of Preferred Stock in relation to the powers, preferences and rights
     of each other series of Preferred Stock shall, in each case, be as fixed
     from time to time by the Board of Directors in the resolution or
     resolutions adopted pursuant to authority granted in Paragraph A of this
     Article FOURTH, and the consent, by class or series vote or otherwise, of
     the holders of such of the series of Preferred Stock as are from time to
     time outstanding shall not be required for the issuance by the Board of
     Directors of any other series of Preferred Stock whether or not the powers,
     preferences and rights of such other series shall be fixed by the Board of
     Directors as senior to, or on a parity with, the powers, preferences and
     rights of such outstanding series, or any


                                       4
<PAGE>

     of them; provided, however, that the Board of Directors may provide in the
     resolution or resolutions as to any series of Preferred Stock adopted
     pursuant to Paragraph A of this Article FOURTH that the consent of the
     holders of a majority (or such greater proportion as shall be therein
     fixed) of the outstanding shares of such series voting thereon shall be
     required for the issuance of any or all other series of Preferred Stock.

                       3. Subject to the provisions of subparagraph 2 of this
     Paragraph C, shares of any series of Preferred Stock may be issued from
     time to time as the Board of Directors of the Corporation shall determine
     and on such terms and for such consideration as shall be fixed by the Board
     of Directors.

                       4. Shares of Common Stock of either class may be issued
     from time to time as the Board of Directors of the Corporation shall
     determine and on such terms and for such consideration as shall be fixed by
     the Board of Directors.

                       5. The authorized amount of shares of Common Stock or of
     either class of Common Stock or of Preferred Stock, without a class or
     series vote, may be increased or decreased from time to time by the
     affirmative vote of the holders of a majority of the stock of the
     Corporation entitled to vote thereon.

                 FIFTH: In furtherance and not in limitation of the powers
     conferred by law, subject to any limitations contained elsewhere in this
     Certificate of Incorporation, By-laws of the Corporation may be adopted,
     amended or repealed by a majority of the Board of Directors of the
     Corporation, but any By-laws adopted by the Board of Directors may be
     amended or repealed by the stockholders entitled to vote thereon. Election
     of directors need not be by written ballot.

                 SIXTH: (a) A director of the Corporation shall not be
     personally liable either to the Corporation or to any stockholder for
     monetary damages for breach of fiduciary duty as a director, except (i) for
     any breach of the director's duty of loyalty to the Corporation or its
     stockholders, or (ii) for acts or omissions which are not in good faith or
     which involve intentional misconduct or knowing violation of the law, or
     (iii) for any matter in respect of which such director shall be liable
     under Section 174 of Title 8 of the General Corporation Law of the State of
     Delaware or any amendment thereto or successor provision thereto, or (iv)
     for any transaction from which the director shall have derived an improper
     personal benefit. Neither amendment nor repeal of this paragraph (a) nor
     the adoption of any provision of the Certificate of Incorporation



                                       5
<PAGE>

     inconsistent with this paragraph (a) shall eliminate or reduce the effect
     of this paragraph (a) in respect of any matter occurring, or any cause of
     action, suit or claim that, but for this paragraph (a) of this Article,
     would accrue or arise, prior to such amendment, repeal or adoption of an
     inconsistent provision.

                 (b) The Corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to, or testifies in, any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative in nature, by reason of the fact
     that such person is or was a director, officer, employee or agent of the
     Corporation, or is or was serving at the request of the Corporation as a
     director, officer, employee or agent of another corporation, partnership,
     joint venture, employee benefit plan, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by such person in connection
     with such action, suit or proceeding to the full extent permitted by law,
     and the Corporation may adopt By-laws or enter into agreements with any
     such person for the purpose of providing for such indemnification."

     3. This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware.

        IN WITNESS WHEREOF, the undersigned has duly executed this Amended
and Restated Certificate of Incorporation on this 23rd day of December, 1999.


                                             /s/ William C. Lang
                                             -------------------------------
                                             William C. Lang
                                             Executive Vice President,
                                             Chief Administrative Officer and
                                             Chief Financial Officer

                                       6


<PAGE>

                         CERTIFICATE OF DESIGNATIONS
                  OF BUILDING MATERIALS CORPORATION OF AMERICA

                            -----------------------

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

                            -----------------------

         We, the undersigned, Senior Vice President and Secretary, respectively,
of Building Materials Corporation of America (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "General Corporation Law"), in accordance with the provisions of
Section 151 thereof, do hereby certify that the Board of Directors of the
Corporation duly adopted the following resolutions by unanimous consent dated as
of August 15, 1996:

         RESOLVED, that, pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of the
Certificate of Incorporation of the Corporation, this Board of Directors hereby
creates and authorizes the issuance of a series of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $.01 per share, and hereby
fixes the designation, dividend rate, redemption provisions, voting powers,
rights on liquidation, dissolution or winding up, and other preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations, or restrictions thereof, as follows:

         1. Designation. The Preferred Stock created and authorized hereby shall
be designated as the "Series A Cumulative Redeemable Convertible Preferred
Stock" (the "Series A Preferred Stock"). The number of shares of Series A
Preferred Stock shall be 50,000. The liquidation preference of the Series A
Preferred Stock shall be $100 per share (the "Liquidation Preference").

         2. Dividends.

            (a) Each holder of a share of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
the funds of the Corporation legally available therefor pursuant to the General
Corporation Law (the "Legally Available Funds"), cumulative cash dividend
payments of $2.00 per share for each full Quarterly Dividend Period (as defined
in Section 2(f) hereof) that such share of Series A preferred Stock is
outstanding; provided, if a share of Series A Preferred Stock is not outstanding
for a full Quarterly Dividend Period, the dividend payment per share in respect
of such partial Quarterly Dividend Period shall be equal to $2.00 multiplied by
a fraction, the number of which is the number of days such share was outstanding
(but not more than 30 days for any calendar month fully occurring in such
portion), and the denominator of which is 90. Such dividends, if and to the
extent declared, shall be payable quarterly in arrears on January 1, April 1,
July 1 and October 1 of each year (each, a "Dividend Payment Date"); provided
that if any such date is not a Business Day (as defined in Section 2(f) hereof),
then the applicable dividend shall be payable, if and to the extend declared, on
the next succeeding Business Day. Such dividends shall be fully cumulative.

            (b) Dividends shall accrue (whether or not declared or paid) on each
share of Series A Preferred Stock from the date on which such share is issued.

            (c) Quarterly dividends, if and to the extent declared, shall be
paid to the holders of record of shares of Series A Preferred Stock as they
appear on the stock register of the Corporation on the record date therefor,
which record date shall be the December 15, March 15, June 15 and September 15
immediately preceding the Dividend Payment Date relating thereto.

<PAGE>



            (d) If dividends are not paid in full, or not declared in full and
sums set apart for the payment thereof, on the Series A Preferred Stock and any
Capital Stock (as defined in Section 2(f) hereof) of the Corporation ranking on
a parity with the Series A Preferred Stock as to the payment of dividends, all
dividends declared upon shares of Series A Preferred Stock and shares of such
other stock shall be declared pro rata so that in all cases the amount of
dividends declared per share on the Series A Preferred Stock and such other
stock shall bear to each other the same ratio that accumulated, unpaid dividends
per share on the Series A Preferred Stock and such other stock shall bear to
each other. Except as provided in the preceding sentence, unless full cumulative
dividends on the Series A Preferred Stock have been paid or declared in full and
sums set aside for the payment thereof, no dividends shall be declared or paid
or set aside for payment, or other distribution made, on any Capital Stock of
the Corporation ranking on a parity with or junior to the Series A Preferred
Stock as to the payment of dividends, nor shall any such stock be purchased,
redeemed or otherwise acquired, except as provided in Section 2(e) hereof, for
any consideration (or any payment made to or available for a sinking fund for
the redemption of any such stock).

            (e) Except as provided in Section 2(d) hereof, the Corporation may
not pay cash dividends or make cash distributions on, or repurchase, redeem or
otherwise acquire (except in exchange for shares of Capital Stock ranking junior
to the Series A Preferred Stock as to the payment of dividends and as to the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation or options, rights or warrants to acquire such shares) any of its
Capital Stock other than Capital Stock ranking senior to the Series A Preferred
Stock as to the payment of dividends, if, at such date, there are accumulated,
unpaid dividends on the Series A Preferred Stock; provided that the Corporation
may purchase outstanding shares of Common Stock and Series A Preferred Stock
from the holders thereof in accordance with the terms and conditions of the
Option Agreements (as defined in Section 2(f)).

            (f) The following terms shall have the meanings set forth below:

     "Book Value" shall mean, as of any date of determination, (x) shareholder's
equity of the Corporation as of that date determined in accordance with
generally accepted accounting principles, but adding back (A) the charge to
shareholder's equity relating to the assumption by the Corporation of certain
asbestos-related liabilities of GAF Building Materials Corporation in connection
with the Corporation's formation, (B) the reduction in shareholder's equity
resulting from purchases of the capital stock of GAF Corporation ("GAF") by
persons who participated in promoting the management buy-out of GAF in March
1989 (the "Acquisition") (predecessor cost basis adjustment) and (C) any amounts
reflecting the liquidation preferences of any outstanding preferred stock of the
Corporation and excluding, to the extent occurring after December 31, 1995, (1)
nonrecurring non-operating losses and charges to stockholder's equity and
nonrecurring non-operating gains and increases in stockholder's equity,
including any further charge relating to asbestos-related liabilities and any
increase in stockholder's equity attributable to a public offering of capital
stock of the Corporation, (2) net gains or losses in respect of dispositions of
assets by the Corporation other than in the ordinary course of business, and (3)
any charges relating to amortization of goodwill and other intangibles arising
from the Acquisition divided by (y) 1,000,000. Any adjustments to Book Value
shall include the tax effects, if any, associated therewith. If the Series A
Preferred Stock or Common Stock are converted or exchanged for other securities
or property pursuant to a recapitalization, stock split, combination,
reorganization, merger, exchange or similar transaction, or if a sale of all or
substantially all of the Common Stock of the Corporation shall occur or be
pending, Book Value shall be modified by the Board of Directors in such manner
as is reasonable under the circumstances. All determinations by the Board of
Directors hereunder shall be made in good faith and shall be binding and
conclusive.

     "Business Day" means any day other than a Saturday, a Sunday or any other
day on which commercial banking institutions in the City of New York are
authorized by law to be closed.

<PAGE>


     "Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of equity interests in
such person.

     "Common Stock" means the Corporation's common stock, par value $.001 per
share, and any securities or property into which the Corporation's Common Stock
may be converted or exchange pursuant to a recapitalization, stock split,
combination, reorganization, merger, exchange or similar transaction.

     "Corporation" means the party named as such in the preamble to this
Certificate.

     "Option Agreements" means option agreements between the Corporation and
employees of the Corporation or U.S. Intec, Inc. relating to the Series A
Preferred Stock.

     "Person" means any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or agency, department or instrumentality thereof.

     "Quarterly Dividend Period" means the applicable period from January 1,
through the next March 31, from April 1 through the next June 30, from July 1
through the next September 30 or from October 1 through the next December 31.

         3. Redemption.

            (a) The Series A Preferred Stock shall be redeemable, at any time in
whole or from time to time in part, out of Legally Available Funds, at the
option of the Corporation, upon giving notice as provided in Section 3(b)
hereof, at the Liquidation Preference thereof plus accumulated but unpaid
dividends to the date of redemption.

            (b) At least 30 days but not more than 60 days prior to the date
fixed for the redemption of shares of the Series A Preferred Stock pursuant to
Section 3(a) hereof (each a "Redemption Date"), written notice of such
redemption shall be mailed to each holder of record of shares of Series A
Preferred Stock to be redeemed in a postage prepaid envelope addressed to such
holder at his mailing address as shown on the records of the Corporation;
provided, however, that no failure of any holder of Series A Preferred Stock to
receive such notice nor any defect therein shall affect the validity of the
proceeding for the redemption of the shares of Series A Preferred Stock, to be
redeemed. Each such notice shall state (i) the Redemption Date; (ii) the number
of shares of Series A Preferred Stock to be redeemed and, if fewer than all of
the shares held by such holder are to be redeemed from such holder, the number
of shares to be redeemed from such holder; (iii) the cash redemption price being
paid; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price; and (v) that dividends on the
shares to be redeemed shall cease to accrue on the Redemption Date. On or after
the Redemption Date, each holder of shares of Series A Preferred Stock to be
redeemed shall present and surrender his certificate or certificates for such
shares to the Corporation at the place designated in such notice and thereupon
the redemption price of such shares shall be paid to the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be cancelled. In case fewer than all of the shares
represented by such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares. From and after the Redemption Date (unless
default shall be made by the Corporation in payment of the redemption price) all
dividends on the shares of Series A Preferred Stock designated for redemption in
such notice shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price thereof, without interest, upon the surrender of certificates representing
the same, shall cease and terminate and such shares shall not thereafter be
transferred (except with the written consent of the Corporation) on the books of
the Corporation and such shares shall not be deemed to be outstanding for any
purpose whatsoever.


<PAGE>


            (c) If fewer than all of the shares of Series A Preferred Stock are
to be redeemed, the Board of Directors of the Corporation shall select the
shares to be redeemed on such basis as the Board of Directors shall determine in
its sole discretion. The Board of Directors shall not be required to redeem
shares of Series A Preferred Stock on a pro rata basis. The Board of Directors
may elect to redeem shares of Series A Preferred Stock held by one holder or
group of holders and elect not to redeem shares of Series A Preferred Stock held
by other holders. Regardless of the method used, the calculation of the number
of shares to be redeemed shall be based upon whole shares, such that the
Corporation shall in no event be required to issue fractional shares of Series A
Preferred Stock or cash in lieu thereof. In the event a method requiring
proration is used, the number of shares to be redeemed from a holder shall be
rounded downward to the nearest whole number of shares. The holders of Series A
Preferred Stock shall have no right to request the Corporation to redeem such
shares at any time, and the Corporation shall have no obligation to honor any
such request if made.

         4. Voting Rights. The holders of Series A Preferred Stock shall be
entitled to one vote for each share held on all matters to be voted on by the
stockholders of the Corporation and shall vote together with the holders of
Common Stock and the holders of any other class of stock entitled to vote in
such manner. The holders of Series A Preferred Stock shall not, except as
required by law, be entitled to vote as a separate class. Without limiting the
generality of the preceding sentence, a class vote or the consent of the holders
of the outstanding shares of Series A Preferred Stock as a separate class shall
not be required in connection with: (i) the creation of any class or series of
Capital Stock of the Corporation; (ii) any merger, consolidation or transfer of
all or substantially all the assets of the Corporation or other transaction
involving the Corporation and a third party in which the Corporation is the
survivor or in which the Corporation is not the survivor and in which the Series
A Preferred Stock shall (a) remain outstanding as an equivalent security of the
survivor with no adverse change to the powers, preferences or special rights
provided for in this Certificate or (B) be redeemed for an amount per share
equal to the Liquidation Preference plus accrued and unpaid dividends; or (iii)
any increase in the total number of authorized or issued shares of Capital Stock
of any class, including without limitation Series A Preferred Stock.

         5. Priority of Series A Preferred Stock in Event of Liquidation,
Dissolution or Winding Up. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, after
payment or provision for payment of the debts and other liabilities of the
Corporation, the holders of the Series A Preferred Stock shall be entitled to
receive, out of the remaining net assets of the Corporation, an amount per share
in cash equal to the Liquidation Preference plus all dividends accrued and
unpaid on each such share up to the date fixed for distribution before any
distribution shall be made to the holders of any Capital Stock of the
Corporation ranking junior to the Series A Preferred Stock as to the
distribution of assets upon the liquidation, dissolution or winding up of the
Corporation. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets distributable among the holders of Series A Preferred
Stock and any Capital Stock of the Corporation ranking on a parity with the
Series A Preferred Stock as to the distribution of assets upon the liquidation,
dissolution or winding up of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series A Preferred Stock and such other
stock of all preferential amounts payable to all such holders, then the assets
thus distributable shall be distributed ratably among the holders of the Series
A Preferred Stock and any Capital Stock of the Corporation ranking on a parity
with the Series A Preferred Stock as to the distribution of assets upon
liquidation, dissolution or winding up of the Corporation in proportion to the
respective amounts that would be payable per share if such assets were
sufficient to permit payment in full. Except as otherwise provided in this
Section 5, holders of Series A Preferred Stock shall not be entitled to any
distribution in the event of liquidation, dissolution or winding up of the
affairs of the Corporation. For the purposes of this Section 5, neither the
voluntary sale, lease, conveyance, exchange or transfer (for cash, securities or
other consideration) of all or substantially all the property or assets of the
Corporation, nor the consolidation or merger of the Corporation with one or more

<PAGE>


other corporations, shall be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary.

         6. Conversion.

            (a) The holders of shares of Series A Preferred Stock shall have the
right, at any time or from time to time, at their option, to convert all or any
portion of such shares into shares of Common Stock on the following basis: Each
share of Series A Preferred Stock shall be convertible into the number of shares
of Common Stock equal to 100 divided by 115% of Book Value as of December 31,
1995. The Corporation may, at its option, pay to any holder cash in lieu of any
fractional share of Common Stock issuable upon conversion of shares of Series A
Preferred Stock.

            (b) In the case of a redemption pursuant to Section 3 hereof of any
shares of Series A Preferred Stock, the right of conversion under this Section 6
shall cease and terminate, as to the shares to be redeemed, at the close of
business on the second day preceding the date fixed for such redemption, unless
default shall be made in the payment of the Redemption Price for the shares to
be so redeemed.

            (c) In order to convert shares of Series A Preferred Stock into
shares of Common Stock pursuant to the right of conversion set forth in Section
6(a), the holder thereof shall surrender the certificate or certificates
representing Series A Preferred Stock, duly endorsed to the Corporation or in
blank, at the principal office of the Corporation and shall give written notice
the Corporation that such holder elects to convert the same. Within five
business days, the Corporation shall deliver at said office to such holder of
Series A Preferred Stock a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid. Shares of
Series A Preferred Stock shall be deemed to have been converted as of the date
of the surrender of such shares for conversion as provided above, and the person
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares of Common
Stock on such date. Upon conversion of only a portion of the number of shares
covered by a certificate representing shares of Series A Preferred Stock
surrendered for conversion, the Corporation shall issue and deliver to the
holder of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Series A
Preferred Stock representing the unconverted portion of the certificate so
surrendered, which new certificate shall entitle the holder thereof to the
rights of the shares of Series A Preferred Stock represented thereby to the same
extent as if the certificate theretofore covering such unconverted shares had
not been surrendered for conversion.

            (d) The issuance of certificates for shares of Common Stock upon the
conversion of shares of Series A Preferred Stock shall be made without charge to
the converting stockholder for any original issue or transfer tax in respect of
the issuance of such certificates and any such tax shall be paid by the
Corporation.

            (e) The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of Series A Preferred
Stock, the full number of shares of Common Stock then deliverable upon the
conversion of all shares of Series A Preferred Stock at the time outstanding.
The Corporation shall take at all times such corporate action as shall be
necessary in order that the Corporation may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the conversion of Series A
Preferred Stock in accordance with the provisions hereof, free from all taxes,
liens, charges and security interests with respect to the issue thereof. The
Corporation will, at its expense, use its best efforts to cause such shares to
be listed (subject to issuance or notice of issuance) on all stock exchanges, if
any, on which the Corporation's Common Stock may become listed.



<PAGE>


            7. Cancellation of Reacquired Series A Preferred Stock. Shares of
Series A Preferred Stock which have been issued and reacquired in any manner,
including shares purchased or redeemed, shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of preferred stock undesignated as to series and
may be redesignated and reissued as part of any series of preferred stock.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be duly executed on its behalf, this 26th day of August, 1996.



                              Building Materials Corporation of America


                             By: /s/ James P. Rogers
                                 ----------------------------------
                                 James P. Rogers
                                 Senior Vice President




ATTEST:

/s/ Richard A. Weinberg
--------------------------------------
Richard A. Weinberg,
Secretary
(Corporate Seal)



<PAGE>


                       AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                          CERTIFICATE OF DESIGNATION OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                            ------------------------

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                            ------------------------

It is hereby certified that:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994. The
Corporation was formerly known as GAF Newco Inc.

         THIRD: The Certificate of Designations (the "Certificate of
Designations") of Series A Cumulative Redeemable Convertible Preferred Stock,
par value $.01 per share (the "Preferred Stock"), of the Corporation was filed
with the Secretary of State of the State of Delaware on August 27, 1996.

         FOURTH: No shares of Preferred Stock have been issued.

         FIFTH: The Board of Directors of the Corporation has duly adopted the
following resolution amending the Certificate of Designation, by unanimous
consent dated as of December 19, 1996:

         RESOLVED, that pursuant to authority expressly granted to the Board of
Directors by the Certificate of Incorporation, the definition of

         "Book Value" contained in Section 2(f) as the Certificate of
         Designation shall be amended to read as follows:

         "Book Value" shall mean, as of December 31, 1995, (x) the combined
         shareholder's equity of the Corporation and U.S. Intec, Inc. as of that
         date determined in accordance with generally accepted accounting
         principles and treating U.S. Intec Holdings as a wholly-owned
         subsidiary of the Corporation after December 31, 1996, but adding back
         (A) the charge to shareholder's equity relating to the assumption by
         the Corporation of certain asbestos-related liabilities of GAF Building
         Materials Corporation in connection with the Corporation's formation,
         (B) the reduction in shareholder's equity resulting from purchases of
         the capital stock of GAF Corporation ("GAF") by persons who
         participated in promoting the management buy-out of GAF in March 1989
         (the "Acquisition") (predecessor cost basis adjustment) and (C) any
         amounts reflecting the liquidation preferences of any outstanding
         preferred stock of the Corporation and excluding, to the extent
         occurring after December 31, 1995, (1) non-recurring non-operating


<PAGE>



         losses and charges to stockholder's equity and non-recurring
         non-operating gains and increases in stockholder's equity, including
         any further charge relating to asbestos-related liabilities and any
         increase in stockholder's equity attributable to a public offering of
         capital stock of the Corporation, (2) net gains or losses in respect of
         disposition of assets by the Corporation other than in the ordinary
         course of business, and (3) any charges relating to amortization of
         goodwill and other intangibles arising from the Acquisition divided by
         (y) 1,000,000. Any adjustments to Book Value shall include the tax
         effects, if any, associated therewith.


         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed this 24th day of December 1996.




                                     BUILDING MATERIALS CORPORATION OF AMERICA

                                     By: /s/Richard A. Weinberg
                                         -------------------------------------
                                         Richard A. Weinberg
                                         Secretary


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                  ---------------------------------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                  ---------------------------------------------


It is hereby certified that:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994.

         THIRD: The Certificate of Designations of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $.01 per share (the
"Certificate of Designations") of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

         FOURTH: The defined term "Book Value" contained in this Section 2(f) of
the Certification of Designations has been amended by:

         (i) deleting the first sentence thereof and replacing it with the
following new sentence:

         "'Book Value' shall mean, as of any date of determination, (x) the sum
of (i) shareholder's equity of the Corporation (of, in the case of Book Value as
of December 31, 1995, the combined shareholder's equity of the Corporation and
U.S. Intec, Inc.) as of that date determined in accordance with generally
accepted accounting principles and treating U.S. Intec Holdings Inc. as a
wholly-owned subsidiary of the Corporation after December 31, 1995 and (ii) the
cumulative operating profit (or loss) of the Nashville, Tennessee fiberglass
manufacturing facility (the "Nashville Facility") of GAF Fiberglass Corporation
("GAF Fiberglass") during the period commencing January 1, 1997 through the date
of determination, and adding back (A) the charge to shareholder's equity
relating to the assumption by the Corporation of certain asbestos-related
liabilities of GAF Building Materials Corporation in connection with the
Corporation's formation, (B) the reduction in shareholder's equity resulting
from purchases of the capital stock of GAF Corporation ("GAF") by persons who
participated in promoting the management buy-out of GAF in March 1989 (the
"Acquisition") (predecessor cost basis adjustment) and (C) any amounts
reflecting the liquidation preferences of any outstanding preferred stock of the
Corporation and excluding, to the extent occurring after December 31, 1995, (1)
nonrecurring non-operating losses and nonrecurring non-operating gains,
including any further charge relating to asbestos-related liabilities, (2) net
gains or losses in respect of dispositions of assets by the Corporation other
than in the ordinary course of business, and (3) any charges relating to
amortization of goodwill and other intangibles arising from the Acquisition
divided by (y) in the case of Book Value as of December 31, 1995, 1,000,000 and,
in the case of all other calculations of Book Value, the number of shares of
Common Stock of the Corporation outstanding on the date of determination."; and

         (ii) by adding the following phrases after the phrase "exchange or
similar transaction," in the penultimate sentence thereof, "if GAF Fiberglass
becomes a direct or indirect subsidiary of the Corporation, if the Corporation


<PAGE>


directly or indirectly acquires the Nashville Facility".

         FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 13th day of May 1997.




                                    /s/ Richard A. Weinberg
                                    -------------------------------------
                                    Name:    Richard A. Weinberg
                                    Title:   Senior Vice President
                                             and Secretary

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                              --------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                              --------------------


It is hereby certified that:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994.

         THIRD: The Certificate of Designations of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $.01 per share (the
"Certificate of Designations") of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

         FOURTH: Section 1 of the Certificate of Designations is hereby amended
to read in its entirety as follows:

         "1. Designation. The Preferred Stock created and authorized hereby
         shall be designated as the "Series A Cumulative Redeemable Convertible
         Preferred Stock" (the "Series A Preferred Stock"). The number of shares
         of Series A Preferred Stock shall be 100,000. The liquidation
         preference of the Series A Preferred Stock shall be $100 per share (the
         "Liquidation Preference")."


         FIFTH: Written consent to the adoption of this amendment to the
Certificate of designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 6th day of August, 1997.



                                             /s/ Richard A. Weinberg
                                             ---------------------------------
                                             Name:   Richard A. Weinberg
                                             Title:  Senior Vice President
                                                     and Secretary


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                      -------------------------------------

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

                      -------------------------------------

It is hereby certified that:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994.

         THIRD: The Certificate of Designations of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $.01 per share (the
"Certificate of Designations") of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

         FOURTH: Section 2(a) of the Certificate of Designations has been
amended to delete the phrase "$2.00 per share" from the fourth and eighth lines
thereof and to replace it with the phrase "$1.50 per share".

         FIFTH: The defined term "Book Value" contained in Section 2(f) of the
Certification of Designations has been amended by:

         (i) deleting the first two sentences thereof and replacing them with
the following:

         "'Book Value' shall mean, as of any date of determination, (x) the sum
of (i) the combined shareholder's equity of the Corporation and U.S. Intec, Inc.
as of December 31, 1995 determined in accordance with generally accepted
accounting principles, (ii) the cumulative consolidated net income or loss of
the Corporation (treating U.S. Intec Holdings Inc. as a wholly-owned subsidiary
of the corporation for all periods) for the period January 1, 1996 through the
date of determination and (iii) the cumulative operating income (or loss), net
of an amount equal to imputed income taxes on such operating income calculated
at the same tax rate as is accrued as an expense by the Corporation in its
income statement for the applicable period, of GAF Fiberglass Corporation ("GAF
Fiberglass") for the period January 1, 1997 through the date of determination,
and adding back (A) the charge to shareholder's equity relating to the
assumption by the Corporation of certain asbestos-related liabilities of GAF
Building Materials Corporation in connection with the Corporation's formation
and (B) the reduction in shareholder's equity resulting from purchases of the
capital stock of GAF Corporation ("GAF") by persons who participated in
promoting the management buy-out of GAF in March 1989 (the "Acquisition")
(predecessor cost basis adjustment), and excluding, to the extent occurring
after December 31, 1995, (1) nonrecurring non-operating losses and nonrecurring
non-operating gains, including any further charge relating to asbestos-related
liabilities, (2) net gains or losses in respect of dispositions of assets by the
Corporation other than in the ordinary course of business, (3) any dividends or
distributions paid to the holders of the Corporation's capital stock, (4) any
capital contributions made to the Corporation by its stockholders, (5) any
amounts received by the Corporation for shares of its capital stock (including
from the exercise of options or warrants to purchase



<PAGE>


capital stock or from the conversion into capital stock of convertible debt or
convertible preferred stock) and (6) any charges relating to amortization of
goodwill and other intangibles arising from the Acquisition divided by (y)
1,000,010. There shall be deducted from Book Value an amount equal to a 15% per
annum charge on the aggregate capital contributions made to the Corporation by
its stockholders during the period commencing October 1, 1997, and ending with
the date of determination (the "Period"), amounts received by the Corporation
during the Period for shares of its capital stock and, to the extent not
actually charged to the Corporation, on the outstanding principal amount of
loans and other advances made to the Corporation by affiliates (excluding
subsidiaries of the Corporation) during the Period. There shall be added to Book
Value a 15% per annum credit on the aggregate dividends or distributions made by
the Corporation to its stockholders during the Period and, to the extent not
actually charged to the borrower, on the outstanding principal amount of loans
and other advances made by the Corporation to affiliates (excluding subsidiaries
of the Corporation) during the Period. Any adjustments to Book Value (including
the 15% charge and credit referred to in the preceding two sentences) shall
include the tax effects, if any, associated therewith."; and

         (ii) by adding the following at the end thereof:

         "The 'Nashville Facility' shall mean the Nashville, Tennessee
manufacturing facility of GAF Fiberglass."

         FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 9th day of March 1998.



                            BUILDING MATERIALS CORPORATION OF AMERICA

                            By: /s/ Richard A. Weinberg
                                ---------------------------------------------
                                Name: Richard A. Weinberg
                                Title: Senior Vice President and Secretary


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                      -----------------------------------

                  ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
                   SECTION 242 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

                      -----------------------------------


It is hereby certified that:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994. The
Corporation was formerly known as "GAF Newco Inc."

         THIRD: The Certificate of Designations (the "Certificate of
Designations") of Series A Cumulative Redeemable Convertible Preferred Stock,
par value $.01 per share (the "Preferred Stock"), of the Corporation was filed
with the Secretary of State of the State of Delaware on August 27, 1996.

         FOURTH: The defined term "Common Stock" in Section 2(f) of the
Certificate of Designation shall be amended and restated to read in its entirety
as follows:

         "'Common Stock' means the Corporation's Class A common stock, par value
$.01 per share, and any securities or property into which the Common Stock may
be converted or exchanged pursuant to a recapitalization, stock split,
combination, reorganization, merger, exchange or similar transaction."

         FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed this fifteenth day of July, 1998.



                                             BUILDING MATERIALS
                                             CORPORATION OF AMERICA


                                             By /s/ Richard A. Weinberg
                                                ------------------------------
                                                Richard A. Weinberg
                                                Executive Vice President,
                                                Secretary and General
                                                Counsel




<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                    BUILDING MATERIALS CORPORATION OF AMERICA
                         CERTIFICATE OF DESIGNATIONS OF
                   SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                   PREFERRED STOCK, PAR VALUE $ .01 PER SHARE

                  Adopted in accordance with the provisions of
                   Section 242 of the General Corporation Law
                            of the State of Delaware

It is hereby certified that:

         FIRST: The name of the Corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994. The
Corporation was formerly known as GAF Newco Inc.

         THIRD: The Certificate of Designations of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $ .01 per share (the
"Certificate of Designations") of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

         FOURTH: Section 1 of the Certificate of Designations is hereby amended
to read in its entirety as follows:


         "1. Designation. The Preferred Stock created and authorized hereby
         shall be designated as the "Series A Cumulative Redeemable Convertible
         Preferred Stock" (the "Series A Preferred Stock"). The number of shares
         of Series A Preferred Stock shall be Two Hundred Thousand (200,000).
         The liquidation preference of the Series A Preferred Stock shall be
         $100.00 per share (the "Liquidation Preference")."

         FIFTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 1st day of October 1998.



                                     /s/  Richard A. Weinberg
                                     --------------------------------
                                     RICHARD A. WEINBERG
                                     Executive Vice President,
                                     General Counsel & Secretary


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                  BUILDING MATERIALS CORPORATION OF AMERICA
                        CERTIFICATE OF DESIGNATIONS OF
                  SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE
                  PREFERRED STOCK, PAR VALUE $ .01 PER SHARE

                 Adopted in accordance with the provisions of
                  Section 242 of the General Corporation Law
                            of the State of Delaware



It is hereby certified that:

         FIRST: The name of the Corporation (hereinafter called the
"Corporation") is Building Materials Corporation of America.

         SECOND: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 31, 1994. The
Corporation was formerly known as GAF Newco Inc.

         THIRD: The Certificate of Designations of Series A Cumulative
Redeemable Convertible Preferred Stock, par value $ .01 per share (the
"Certificate of Designations") of the Corporation was filed with the Secretary
of State of the State of Delaware on August 27, 1996.

         FOURTH: Section 1 of the Certificate of Designations is hereby amended
to read in its entirety as follows:

      "1. Designation. The Preferred Stock created and authorized hereby shall
      be designated as the "Series A Cumulative Redeemable Convertible Preferred
      Stock" (the "Series A Preferred Stock"). The number of shares of Series A
      Preferred Stock shall be Four Hundred Thousand (400,000). The liquidation
      preference of the Series A Preferred Stock shall be $100.00 per share (the
      "Liquidation Preference")."

         FIFTH: The defined term "Common Stock" in Section 2(f) of the
Certificate of Designations is hereby amended to read in its entirety as
follows:

      " "Common Stock" means the Corporation's Class A common stock, par value
      $.001 per share, and any securities or property into which the Common
      Stock may be converted or exchanged pursuant to a recapitalization, stock
      split, combination, reorganization, merger, exchange or similar
      transaction."

         SIXTH: Written consent to the adoption of this amendment to the
Certificate of Designations has been given in accordance with Section 228 of the
Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by a duly authorized officer thereof on this 28th day of September 1999.



                                          /s/ Richard A. Weinberg
                                          -----------------------------
                                          RICHARD A. WEINBERG
                                          Executive Vice President, General
                                          Counsel & Secretary