Exhibit 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HM AMES TOOL COMPANY

        FIRST:  The name of the Corporation is HM Ames Tool Company (hereinafter
sometimes called the "Corporation").

        SECOND: The address of the registered office of the Corporation in the
State of Delaware is 306 South State Street, in the City of Dover, County of
Kent. The name of its registered agent at that address is the United States
Corporation Company.

        THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

        FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred, One Thousand
(101,000) shares of which One Thousand (1,000) shares having a par value of One
Dollar ($1.00) per share shall be of a class designated "Common Stock" and One
Hundred Thousand (100,000) shares




any class or any other series of Preferred Stock and, if so, the terms and
conditions of such conversion or exchange, including the method of adjusting
the rates of conversion or exchange in the event of a stock split, stock
dividend, combination of shares or similar event;

            (7) Whether the shares of that series shall have voting rights, in
addition to the voting rights provided by law and, if so, the terms of such
voting rights;

            (8) Whether the issuance of any additional shares of such series, or
of any shares of any other series, shall be subject to restriction as to
issuance, or as to the powers, preferences or rights of any such other series;

            (9) Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of such series, as the Board of Directors may deem advisable and
as shall not be inconsistent with the provisions of this Certificate of
Incorporation and to the full extent now or hereafter permitted by the laws of
Delaware.

        (c) Payment of dividends shall be as follows:

            (1) The holders of Preferred Stock of each series, in preference to
the holders of the Common Stock, shall be entitled to receive, as and when
declared by the Board of Directors out of funds legally available therefor,


                                        4


cash dividends, at the rate for such series fixed in accordance with the
provisions of Paragraph 1(b)(2) of this Article FOURTH and no more;

            (2) No dividend shall be paid upon, or declared or set aside for,
any share of Preferred Stock with respect to any dividend period unless at the
same time a like proportionate dividend with respect to the same dividend
period, ratably in proportion to the respective annual dividend rates fixed
therefor, shall be paid upon, or declared and set apart for, all shares of
Preferred Stock of all series then issued and outstanding and entitled to
receive such dividend;

            (3) So long as any shares of Preferred Stock shall be outstanding,
in no event shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on the Common Stock, nor shall any
shares of the Common Stock be purchased, redeemed or otherwise acquired for
value by the Corporation, unless all dividends on all cumulative series of
Preferred Stock with respect to all past dividend periods and unless all
dividends on all series of Preferred Stock for the then current dividend period
shall have been paid or declared, and provided for, and unless the Corporation
shall not be in default with respect to any of its obligations with respect to
any sinking


                                        5


fund for any series of Preferred Stock. The foregoing provisions of this
Subparagraph (3) shall not, however, apply to a dividend payable in Common
Stock;

            (4) No dividends shall be deemed to have accrued on any share of
Preferred Stock of any series with respect to any period prior to the date of
original issue of such share or the dividend payment date immediately preceding
or following such date of original issue, as may be provided in the resolution
or resolutions of the Board of Directors creating such series. The Preferred
Stock shall not be entitled to participate in any dividends declared and paid on
the Common Stock, whether payable in cash, stock or otherwise. Accruals of
dividends shall not bear interest.

        (d) In the event of any voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation, the
holders of the shares of each series of the Preferred Stock then outstanding
shall be entitled to receive out of the net assets of the Corporation, but only
in accordance with the preferences, if any, provided for such series, before any
distribution or payment shall be made to the holders of the Common Stock, the
amount per share fixed by the resolutions of the Board of Directors to be
received by the holders of each such share on such


                                        6


voluntary or involuntary liquidation, dissolution, distribution of assets or
winding-up, as the case may be. If such payment shall have been made in full, to
the holders of all outstanding Preferred Stock of all series, or duly provided
for, the remaining assets of the Corporation shall be available for distribution
among the holders of the Common Stock (as provided in Paragraph II(b) of this
Article FOURTH). If upon any such liquidation, dissolution, distribution of
assets of winding-up, the net assets of the Corporation available for
distribution among the holders of any one or more series of the Preferred Stock
which (i) are entitled to a preference over the holders of the Common Stock upon
such liquidation, dissolution, distribution of assets or winding-up, and (ii)
rank equally in connection therewith, shall be insufficient to make payment in
full of the preferential amount to which the holders of such shares shall be
entitled, then such assets shall be distributed among the holders of each such
series of the Preferred Stock ratably according to the respective amounts to
which they would be entitled in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

        Neither the consolidation or merger of the Corporation, nor the sale,
lease or conveyance (whether for


                                        7


cash, securities or other property) of all or part of its assets, shall be
deemed a liquidation, dissolution, distribution of assets or winding-up of the
Corporation within the meaning of the foregoing provisions.

        (e) Except to the extent otherwise required by law or provided in the
resolution or resolutions of the Board of Directors adopted pursuant to
authority granted in this Paragraph I of Article FOURTH, the shares of Preferred
Stock shall have no voting power with respect to any matter whatsoever.

        In no event shall the Preferred Stock be entitled to more than one vote
in respect of each share of stock.

        (f) Shares of Preferred Stock which have been redeemed, converted,
exchanged, purchased, retired or surrendered to the Corporation, or which have
been reacquired in any manner, shall have the status of authorized and unissued
Preferred Stock and may be reissued by the Board of Directors as shares of the
same or any other series.

      II. COMMON STOCK

        (a) After the requirements with respect to preferential dividends, if
any, on the Preferred Stock (fixed pursuant to Paragraph I(b)(2) and as further
provided for in Paragraph I(c), both of this Article FOURTH) shall have been
met, and after the Corporation shall have complied with


                                        8


all requirements, if any, with respect to the setting aside of sums in a sinking
fund for the purchase or redemption of shares of any series of Preferred Stock
(fixed pursuant to Paragraph I(b)(4) of this Article FOURTH), then and not
otherwise, the holders of Common Stock shall receive, to the extent permitted by
law, such dividends as may be declared from time to time by the Board of
Directors:

        (b) After distribution in full of the preferential amount, if any
(fixed pursuant to Paragraph I(b)(5) of this Article FOURTH) to be distributed
to the holders of Preferred Stock, in the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Common Stock shall be entitled to receive all
the remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively;

        (c) Except as may be otherwise required by law or by this Certificate
of Incorporation, each holder of Common Stock shall have one vote in respect of
each share of such Stock held by him on all matters voted upon by the
stockholders.


                                        9


        FIFTH: The name and mailing address of the Sole Incorporator are as
follows:

           Name                               Mailing Address
           ----                               ---------------
        Julie Frye                            919 Third Avenue
                                              New York, New York 10022

        SIXTH:  The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

        (1) The business and affairs of the Corporation shall be managed by or
    under the direction of the Board of Directors.

        (2) The directors shall have concurrent power with the stockholders to
    make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

        (3) The number of directors of the Corporation shall be as from time to
    time fixed by, or in the manner provided in, the By-Laws of the Corporation.
    Election of directors need not be by written ballot unless the By-Laws so
    provide.

        (4) In addition to the powers and authority hereinbefore or by statute
    expressly conferred upon them, the directors are hereby empowered to
    exercise


                                       10


    all such powers and do all such acts and things as may be exercised or done
    by the Corporation, subject, nevertheless, to the provisions of the statutes
    of Delaware, this Certificate of Incorporation, and any By-Laws adopted by
    the stockholders; provided, however, that no By-Laws hereafter adopted by
    the stockholders shall invalidate any prior act of the directors which would
    have been valid if such By-Laws had not been adopted.

        SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.

        EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
appli-


                                       11


cation of any receiver or receivers appointed for this Corporation under the
provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation

        NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or


                                       12


thereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

        I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 29th day
of January, 1981.

                                                        /s/ Julie Frye
                                                       -----------------
                                                       Sole Incorporator


                                       13


                     CERTIFICATE OF DESIGNATION, PREFERENCES
                     AND RIGHTS OF SERIES A PREFERRED STOCK

                                       OF

                              HM Ames Tool Company

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

        THOMAS L. SEIFERT, Vice president of HM Ames Tool Company, a Delaware
corporation (the "Corporation"), pursuant to the provisions of Section 151 of
the General Corporation Law of the State of Delaware, does hereby certify that
pursuant to the authority expressly vested in the Board of Directors of the
Corporation {the "Board of Directors") by the Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation"), the Board of Directors, at
a meeting thereof duly held on January 30, 1981, at which meeting a quorum was
present, duly adopted the following resolutions providing for the issuance of a
series of shares of Preferred Stock as hereinafter described, and further
providing for the designation of such series and the powers, preferences and
rights of the shares of such series, and the qualifications, limitations and
restric-




tions thereof, in addition to those set forth in the Certificate of
incorporation, all in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware:

        "RESOLVED, that the designation, powers, preferences and rights of the
shares of Preferred Stock, par value $100 per share, of the Corporation, and the
qualifications, limitations and restrictions thereof, in addition to those set
forth in the Certificate of Incorporation of the Corporation, shall be as
follows:

            (a) One hundred thousand (100,000) shares of such Preferred Stock
        shall be designated as "Series A Preferred Stock."

            (b) The holders of Series A Preferred Stock shall be entitled to
        receive dividends in cash at the rate per share of $12 per annum, and no
        more, which dividends, if decided, shall be payable quarterly on the
        first days (the "Dividend Dates") of February, May, August and November,
        respectively, of each year, commencing on the first of the Dividend
        Dates occurring at least ten (10) days after the date of original issue
        of such share (its "Original Issue Date"), and, if not declared, shall
        be cumulative from the Original Issue Date.

            (c) Any share of Series A Preferred Stock may be redeemed at the
        option of the Corporation by resolution of its Board of Directors, at
        any time and from time to time on or after the fifth anniversary of its
        Original Issue Date, at the redemption price of $100 per share, in each
        case plus an amount equal to any accumulated and unpaid dividends
        thereon to the date fixed for redemption. In the event that


                                       2


        at any time less than all of the issued and outstanding shares of the
        Series A Preferred Stock are to be redeemed, the shares to be redeemed
        may be selected pro rata, or by lot, or by such other equitable method
        as may be determined by the Board of Directors of the Corporation.
        Notice of any such redemption, specifying the time and place of
        redemption, shall be mailed or caused to be mailed by the Corporation,
        addressed to each holder of record of Series A Preferred Stock to be
        redeemed, at his last address appearing on the books of the Corporation,
        at least thirty (30) days prior to the date designated for redemption.
        If lees than all of the shares of the Series A Preferred Stock owned by
        such holder are then to be redeemed, the notice shall also specify the
        number of shares thereof which are to be redeemed and the number or
        numbers of the certificate or certificates representing such shares. If
        such notice of redemption shall have been duly mailed to a holder of
        shares of Series A Preferred Stock to be redeemed, or irrevocable
        instructions to effect such mailing shall have been given to the
        transfer agent or agents, if any, for such Series A Preferred Stock, and
        if on or before the redemption date named in such notice all funds
        necessary for such redemption shall have been set aside by the
        Corporation in trust for the account of such holder, so as to be
        available therefor, then, from and after the mailing of such notice or
        the giving of such irrevocable instructions and the setting aside of
        such funds, notwithstanding that any certificate for shares of Series A
        Preferred Stock so called for redemption shall not have been surrendered
        for cancellation, the shares so called for redemption shall no longer be
        deemed outstanding, and the holder of any such certificate shall have
        with respect to such shares no rights in or


                                       3


        with respect to the Corporation except the right to receive the
        redemption price of such shares, without interest, plus an amount equal
        to any accumulated and unpaid dividends thereon to the date fixed for
        redemption, upon the surrender of such certificate; and after the date
        designated for redemption, such shares shall not be transferable on the
        books of the Corporation.

            (d) In the event of any liquidation, dissolution, distribution of
        assets or winding up of the Corporation, whether voluntary or
        involuntary, before any distribution or payment shall be made to any
        holder of one or more shares of the Common Stock in the nature of a
        distribution of the assets of the Corporation, each of the holders of
        the Series A Preferred Stock shall be entitled to receive $100 per share
        of Series A Preferred Stock held by such holder, plus an amount equal to
        any accumulated and unpaid dividends thereon to the date of payment.

            (e) No share of the Series A Preferred Stock shall be convertible
        into or exchangeable for any other security at the option of either the
        Corporation or the holder of such share.

            (f) The holders of shares of the Series A Preferred Stock shall not
        be entitled to the benefit of any sinking fund to be applied to the
        possible redemption of such shares."

        IN WITNESS WHEREOF, the Corporation has duly caused this Certificate to
be executed on its behalf by


                                        4


its Vice president and attested by its Assistant Secretary, this 25th day of
March, 1981.


                                            HM Ames Tool Company

                                            By: /s/ Thomas L. Seifert
                                               -----------------------
                                                   Thomas L. Seifert,
                                                   Vice President

ATTEST:

/s/ Edward D. Collins
---------------------
Edward D. Collins
Assistant Secretary


                                        5


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                         CERTIFICATE OF INCORPORATION

                                       OF

                              HM Ames Tool Company

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

        THOMAS L. SEIFERT, Vice President of HM Ames Tool Company (the
"Corporation") does hereby certify as follows:

        1. That the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") was filed in the office of the Secretary of
State of the State of Delaware on the 30th day of January, 1981.

        2. Article "FIRST" of the Certificate of Incorporation is hereby amended
in its entirety to read as follows:

        "FIRST: The name of the corporation is O. AMES CO. (hereinafter
sometimes called the "Corporation")."

        3. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the




written consent, in accordance with the provisions of Section 228 of such
statute, of the sole stockholder entitled to vote on such amendment.

        IN WITNESS WHEREOF, the Corporation has duly caused this Certificate of
Amendment to be executed on its behalf by its Vice President and attested by its
Assistant Secretary, this 25th day of March, 1981.

                                            HM Ames Tool Company


                                            By: /s/ Thomas L. Seifert
                                               ----------------------
                                                   Thomas L. Seifert,
                                                    Vice President

ATTEST:

/s/ Edward D. Collins
----------------------
   Edward D. Collins
   Assistant Secretary


                                        2


                                                             FILED

                                                     JUL 29 1981 11:20 AM

                                                          [ILLEGIBLE]
                                                      SECRETARY OF STATE


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   O. AMES CO.

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware


        THOMAS L. SEIFERT, Vice President of O. Ames Co. (the "Corporation"),
does hereby certify as follows:

        1. The Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation") was filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on the 30th day of January, 1981.
The Corporation was originally incorporated under the name of HM Ames Tool
Company.

        2. Article "FOURTH" of the Certificate of Incorporation is hereby
amended in its entirety to read as follows:

        "FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is one hundred and one thousand
(101,000), of which one thousand (1,000) shares having a par value of One Dollar




($1.00) per share shall be of a class designated as "Common Stock", and one
hundred thousand (100,000) shares having a par value of One Hundred Dollars
($100) per share shall be of a class designated as "Series A Preferred Stock".

        The designations, voting powers, preferences, and optional or other
special rights, and the qualifications, limitations, or restrictions, of the
aforementioned classes of stock shall be as follows:

        (1) Series A Preferred Stock.

        (a) Shares of the Series A Preferred Stock shall be issued at such time
    or times and for such consideration or considerations as the Board of
    Directors may determine. All shares of Series A Preferred Stock shall be of
    equal rank and identical in all respects.

        (b) The holders of Series A Preferred Stock shall be entitled to receive
    dividends in cash, when and as declared by the Board of Directors of the
    Corporation out of funds legally available therefor, at the rate per share
    of $120 per annum, and no more, which dividends, if declared, shall be
    payable on and after October 1, 1981 on each issued and outstanding share of
    Series A Preferred Stock semiannually on the first days (the "Dividend
    Dates") of April and October, respectively, of each year, commencing on the
    first of the Dividend


                                        2


    Dates occurring at least ten (10) days after the date of original issue of
    such share (its "Original Issue Date"), and shall, if not declared, be
    cumulative, without interest, from the Original Issue Date.

        (c) Any share of Series A Preferred Stock may be redeemed at the option
    of the Corporation by resolution of its Board of Directors, at any time and
    from time to time on or after the fifth anniversary of its Original Issue
    Date, at the redemption price of $100 per share, in each case plus an amount
    equal to any accumulated and unpaid dividends thereon to the date fixed for
    redemption. In the event that at any time less than all of the issued and
    outstanding shares of the Series A Preferred Stock are to be redeemed, the
    shares to be redeemed may be selected pro rata, or by lot, or by such other
    equitable method as may be determined by the Board of Directors of the
    Corporation. Notice of any such redemption, specifying the time and place of
    redemption, shall be mailed or caused to be mailed by the Corporation,
    addressed to each holder of record of Series A Preferred Stock to be
    redeemed, at his last address appearing on the books of the Corporation, at
    least thirty (30) days prior to the date designated for redemption. If less
    than all of the shares of the Series A Preferred


                                        3


    Stock owned by such holder are then to be redeemed, the notice shall also
    specify the number of shares thereof which are to be redeemed and the number
    or numbers of the certificate or certificates representing such shares. If
    such notice of redemption shall have been duly mailed to a holder of shares
    of Series A Preferred Stock to be redeemed, or irrevocable instructions to
    effect such mailing shall have been given to the transfer agent or agents,
    if any, for such Series A Preferred Stock, and if on or before the
    redemption date named in such notice all funds necessary for such redemption
    shall have been set aside by the Corporation in trust for the account of
    such holder, so as to be available therefor, then, from and after the
    mailing of such notice or the giving of such irrevocable instructions and
    the setting aside of such funds, notwithstanding that any certificate for
    shares of Series A Preferred Stock so called for redemption shall not have
    been surrendered for cancellation, the shares so called for redemption shall
    no longer be deemed outstanding, and the holder of any such certificate
    shall have with respect to such shares no rights in or with respect to the
    Corporation except the right to receive the redemption price of such shares,
    without


                                        4


    interest, plus an amount equal to any accumulated and unpaid dividends
    thereon to the date fixed for redemption, upon the surrender of such
    certificate; and after the date designated for redemption, such shares shall
    not be transferable on the books of the Corporation.

        (d) In the event of any liquidation, dissolution, distribution of assets
    or winding up of the Corporation, whether voluntary or involuntary, before
    any distribution or payment shall be made to any holder of one or more
    shares of the Common Stock in the nature of a distribution of the assets of
    the Corporation, each of the holders of the Series A Preferred Stock shall
    be entitled to receive $100 per share of Series A Preferred Stock held by
    such holder, plus an amount equal to any accumulated and unpaid dividends
    thereon to the date of payment.

        In the event that the assets of the Corporation available for
    distribution to the holders of shares of the Series A Preferred Stock upon
    any voluntary or involuntary liquidation, dissolution, distribution of
    assets or winding up of the Corporation shall be insufficient to pay in full
    all amounts to which such holders are entitled pursuant to the immediately
    preceding


                                        5


    paragraph, proportionate distributive amounts shall be paid ratably on
    account of the issued and outstanding shares of the Series A Preferred
    Stock.

        Neither the consolidation or merger of the Corporation, nor the sale,
    lease or conveyance (whether for cash, securities or other property) of all
    or part of its assets, shall be deemed a liquidation, dissolution,
    distribution of assets or winding up of the Corporation for purposes of
    Paragraphs (1)(d) or (2)(b) of this Article FOURTH.

        (e) No share of the Series A Preferred Stock shall be convertible into
    any other security at the option of either the Corporation or the holder of
    such share.

        (f) The holders of shares of the Series A Preferred Stock shall not be
    entitled to the benefit of any sinking fund to be applied to the possible
    redemption of such shares.

        (g) Except as may be otherwise required by law, the holders of Series A
    Preferred Stock shall not be entitled to vote at any meeting of stockholders
    or election of members of the Board of Directors of the Corporation, or
    otherwise to participate in any matter or issue to be determined by vote or
    consent of stockholders of the Corporation.


                                        6


        (2) Common Stock.

        (a) After the requirements with respect to preferential dividends on the
    Series A Preferred Stock (as provided for in Paragraph (1)(b) of this
    Article FOURTH) shall have been met, then and not otherwise the holders of
    Common Stock shall be entitled to receive, to the extent permitted by law,
    such dividends as may be declared from time to time by the Board of
    Directors; provided, that dividends in cash, if declared, shall be payable
    on each issued and outstanding share of Common Stock on the Dividend Dates
    (as defined in Paragraph (1)(b) of this Article FOURTH).

        (b) After distribution in full of the preferential amounts (as provided
    in Paragraph (1)(d) of this Article FOURTH) to be distributed to the
    holders of Series A Preferred Stock in the event of the voluntary or
    involuntary liquidation, dissolution, distribution of assets or winding up
    of the Corporation, then and not otherwise the holders of the Common Stock
    shall be entitled to receive all of the remaining assets of the Corporation,
    of whatever kind available for distribution to stockholders, ratably in
    proportion to the number of shares of Common Stock respectively held by
    them.


                                        7


          (c) Except as may be otherwise required by law, each holder of Common
      Stock shall have one vote in respect of each share of such Common Stock
      held by him on all matters voted upon by the stockholders."

          4. Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, by the written consent, in accordance with the provisions of Section
228 of such statute, of all outstanding stock of each class entitled to vote on
such amendment.

          IN WITNESS WHEREOF, the Corporation has duly caused this Certificate
of Amendment to be executed on its behalf by its Vice President and attested by
its Assistant Secretary, this 30th day of June, 1981.

                                            O. AMES CO.


                                            By: /s/ Thomas L. Seifert
                                               ----------------------
                                                  Thomas L. Seifert,
                                                  Vice President

ATTEST:

/s/ John G. Raos
----------------
   John G. Raos,
   Assistant Secretary


                                        8


                                                    STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                                FILED 10:00 AM 09/28/1990
                                                902745078 - 907403


                              CERTIFICATE OF MERGER

                                       OF

                                 AMES HANDLE CO.
                            (a New York corporation)

                                      INTO

                                  O. AMES CO.
                            (a Delaware corporation)

                            Under Section 252 of the
                           General Corporation Law of
                              The State of Delaware

        Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, O. AMES CO., a Delaware corporation, hereby certifies the following
information relating to the merger of AMES HANDLE CO., a New York corporation,
with and into O. AMES CO. (the "Merger").

        1. The names and states of incorporation of O. AMES CO. and AMES HANDLE
CO., which are the constituent corporations in this Merger (the "Constituent
Corporations"), are:

               Name                         State
               ----                         -----

           O. AMES CO.                     Delaware
           AMES HANDLE CO.                 New York

        2. The Agreement and Plan of Merger, dated as of September 28, 1990 (the
"Merger Agreement"), among AMES HANDLE CO., O. AMES CO., and certain other
direct and indirect subsidiaries of O. AMES CO., setting forth the terms and
conditions of the Merger, has been approved,




adopted, certified, executed and acknowledged by each of the corporations party
to the Merger Agreement in accordance with the provisions of Section 252 of the
General Corporation Law of the State of Delaware.

        3. The name of the corporation surviving the Merger is "O. AMES CO."
(the "Surviving Corporation").

        4. Pursuant to the Merger Agreement, the Certificate of Incorporation of
O. AMES CO. shall be the Certificate of Incorporation of the Surviving
Corporation.

        5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, which is located at 99 Wood Avenue South,
Iselin, New Jersey 08830.

        6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.


                                        2


        7. The Merger shall become effective on September 29, 1990, as
specified in the Merger Agreement.

        IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
the 29th day of September, 1990.

                                            O. AMES CO.


                                            By: [ILLEGIBLE]
                                               ---------------
                                                Vice President

ATTEST:

/s/ Steven C. Barre
-------------------
Steven C. Barre
Assistant Secretary


                                       3


                                                   STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                               FILED 03:30 PM 09/30/1994
                                                   944186328 - 907403


                            CERTIFICATE OF MERGER OF

                               GARANT CORPORATION
                          (A NEW HAMPSHIRE CORPORATION)

                                      INTO

                                   O. AMES CO.
                            (A DELAWARE CORPORATION)

                            UNDER SECTION 252 OF THE
                           GENERAL CORPORATION LAW OF
                              THE STATE OF DELAWARE

        Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, O. Ames Co., a Delaware corporation, hereby certifies the following
information relating to the merger of Garant Corporation, a New Hampshire
corporation having authorized capital of 300 common shares, without par value,
and 300 preferred shares, with par value of $1,000 per share, with and into O.
Ames Co. (the "Merger").

        1. The names and states of incorporation of the constituent corporations
in this Merger (the "Constituent Corporations") are:

                Name                     State
                ----                     -----

           Garant Corporation         New Hampshire
           O. Ames Co.                Delaware

        2. The Agreement and Plan of Merger, dated as of September 29, 1994 (the
"Merger Agreement"), between the Constituent Corporations, setting forth the
terms and conditions of the Merger, has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with the provisions of Section 252 of the General Corporation Law of the State
of Delaware.




        3. The name of the corporation surviving the Merger is "O. Ames Co."
(the "Surviving Corporation").

        4. Pursuant to the Merger Agreement, the Certificate of Incorporation of
O. Ames Co. shall continue as the Certificate of Incorporation of the Surviving
Corporation.

        5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, which is located at 3801 Camden Avenue,
Parkersburg, WV 26101.

        6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.

        7. The Merger shall become effective on October 1, 1994, as specified in
the Merger Agreement.

        IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
the 29th day of September, 1994.

                                            O. AMES CO.


                                            By: /s/ George H. Hempstead, III
                                               -----------------------------
                                                   George H. Hempstead, III
                                                   Vice President

ATTEST:

/s/ Steven C. Barre
-------------------
Steven C. Barre
Assistant Secretary


                                       2


                                                    STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                                FILED 10:35 AM 09/29/2000
                                                   001492994 - 0907403


                              CERTIFICATE OF MERGER
                                       OF
                          TRUE TEMPER HARDWARE COMPANY
                                      INTO
                                   O. AMES CO.

                (Under Section 251 of the General Corporation Law
                            of the State of Delaware)

O. AMES CO., a Delaware corporation hereby certifies that:

      (1)  The name and state of incorporation of each of the constituent
corporations are:

           (a) O. Ames Co., a Delaware corporation; and

           (b) True Temper Hardware Company, a Delaware corporation.

      (2)  An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the aforesaid constituent
corporations in accordance with the provisions of subsection (c) of Section 251
of the General Corporation Law of the State of Delaware in the same manner as is
provided in Section 251 of the General Corporation Law of the State of Delaware.

      (3)  The name of the surviving corporation in the merger herein certified
is O. Ames Co., which will continue its existence as said surviving corporation
under the name Ames True Temper, Inc. upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.

      (4)  The certificate of incorporation of O. Ames Co, is to be amended and
changed by reason of the merger herein certified by striking out the First
Article thereof relating to the name and by substituting in lieu thereof the
following Article:

             "FIRST: The name of the corporation is Ames True Temper, Inc."

      (5)  The executed Agreement and Plan of Merger is on file at the place of
business of the surviving corporation at 2200 W. Commercial Blvd., Suite 202,
Ft. Lauderdale, FL 33309.

      (6)  A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

      (7)  This Certificate of Merger shall be effective on October 1, 2000.




      IN WITNESS WHEREOF, O. Ames Co., a Delaware corporation, has caused this
certificate to be signed by Alan Schutzman, an authorized officer thereof, on
the 29th day of September, 2000.

                                            O. AMES CO.


                                            By: /s/ Alan Schutzman
                                               -------------------
                                            Name:  Alan Schutzman
                                            Title: Vice President


                                       -2-


                                                    STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                                FILED 03:45 PM 01/04/2002
                                                   020024906 - 0907403


                              CERTIFICATE OF MERGER

                                       OF

                               ATT ACQUISITION CO.

                                  WITH AND INTO

                             AMES TRUE TEMPER, INC.

                           ___________________________

                             PURSUANT TO SECTION 251
                                       OF
                      THE DELAWARE GENERAL CORPORATION LAW
                          ___________________________


      THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of ATT ACQUISITION CO., a Delaware corporation
("Acquisition Co."), with and into ATT (the "Merger"), hereby certifies as
follows:

      FIRST: The name and the state of incorporation of each of the constituent
corporations is:

           Name                           State of Incorporation
           ----                           ----------------------

           Ames True Temper, Inc.                Delaware

           ATT Acquisition Co.                   Delaware

      SECOND: An Agreement and Plan of Merger relating to the Merger (the
"Merger Agreement") has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with Section
251 of the General Corporation Law of the State of Delaware ("DGCL").

      THIRD: The name of the surviving corporation is Ames True Temper, Inc.

      FOURTH: The Certificate of Incorporation of ATT in effect immediately
prior to the filing of this Certificate of Merger shall constitute the
certificate of incorporation of the surviving corporation until hereafter
amended in accordance with the applicable provisions of the DGCL.

      FIFTH: The executed Merger Agreement is on file at the principal place of
business of the surviving corporation at 465 Railroad Avenue Camp Hill, PA
17011-8959.

      SIXTH: A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of either
constituent corporation.




      SEVENTH: The merger shall be effective upon the filing of this Certificate
of Merger with the Delaware Secretary of State.

      IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 14th day of January, 2002.

                                            AMES TRUE TEMPER, INC.


                                            By: /s/ Michael Solot
                                               ---------------------------------
                                            Name:  Michael Solot
                                            Title: President




                                                   STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                               FILED 02:00 PM 04/24/2002
                                                  020261099 - 0907403


                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                        IXL MANUFACTURING COMPANY, INC.,
                             A MISSOURI CORPORATION

                                  WITH AND INTO

                             AMES TRUE TEMPER, INC.,
                             A DELAWARE CORPORATION

                          ___________________________

                             PURSUANT TO SECTION 253
                                       OF
                      THE DELAWARE GENERAL CORPORATION LAW
                          ___________________________

      THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of IXL MANUFACTURING COMPANY, INC., a Missouri
corporation ("IXL"), with and into ATT, hereby certifies as follows:

      FIRST: That ATT was incorporated on the 30th day of January, 1981,
pursuant to the General Corporation Law of the State of Delaware under the name
HM Ames Tool Company.

      SECOND: That ATT owns all of the outstanding shares of the capital stock
of IXL, a corporation organized and existing under the laws of the State of
Missouri.

      THIRD; That the merger shall be effective as of April 29, 2002.

      FOURTH: That ATT, by the following resolutions of its Board of Directors,
duly adopted by written consent of its sole member, filed with the minutes of
the Board of Directors on the 17th day of January, 2002, determined to merge
into itself IXL.

          RESOLVED, that the merger of IXL Manufacturing Company, Inc., a
          Missouri Corporation ("IXL"), with and into ATT is hereby authorized
          and approved and




          in accordance therewith, ATT assumes all of the liabilities and
          obligations of IXL; and

              FURTHER RESOLVED, the merger shall be effective as of April 29,
          2002.

              FURTHER RESOLVED, that Michael J. Solot, the President of ATT, be
          and hereby is authorized, directed and empowered to make and execute a
          Certificate of Ownership and Merger setting forth the terms of the
          Merger EFFECTED thereby, and to cause the same to be filed with the
          Secretary of State of Delaware and to do all acts and things
          whatsoever, whether within or without the State of Delaware, which may
          be in any way necessary or proper to effect said merger.




      IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 24th day of January, 2002.

                                            AMES TRUE TEMPER, INC.


                                            By:  s/ Michael Solot
                                               ---------------------------------
                                            Name:  Michael Solot
                                            Title: President




                       CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                               AMES PLANTER, INC.,
                             A DELAWARE CORPORATION

                                  WITH AND INTO

                             AMES TRUE TEMPER, INC.,
                             A DELAWARE CORPORATION

                          ___________________________

                             PURSUANT TO SECTION 253
                                       OF
                      THE DELAWARE GENERAL CORPORATION LAW
                          ___________________________

      THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of AMES PLANTER, INC., a Delaware corporation
("Planter"), with and into ATT, hereby certifies as follows:

      FIRST: That ATT was incorporated on the 30th day of January 1981, pursuant
to the General Corporation Law of the State of Delaware under the name HM Ames
Tool Company.

      SECOND: That ATT owns all of the outstanding shares of the capital stock
of Planter, a corporation organized and existing under the laws of the State of
Delaware.

      THIRD: That the merger shall be effective as of September 28, 2003.

      FOURTH: That ATT, by the following resolutions of its Board of Directors,
duly adopted by written consent of all of the directors filed with the minutes
of the Board of Directors on the 26th day of September 2003, determined to merge
Planter into itself.

                                                        STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                  DELIVERED 01:15 PM 09/26/2003
                                                    FILED 01:04 PM 09/26/2003
                                                   SRV 030621113 - 0907403 FILE



RESOLVED, that the merger of Planter with and into ATT is hereby authorized and
approved and in accordance therewith, ATT assumes all of the liabilities and
obligations of Planter; and

      FURTHER RESOLVED, the merger shall be effective as of September 28, 2003.

      FURTHER RESOLVED, that Richard Dell, the President of ATT, be, and hereby
is, authorized, directed and empowered to make and execute the Certificate of
Ownership and Merger setting forth the terms of the Merger effected thereby, and
to cause the same to be filed with the Secretary of State of Delaware and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in any way necessary or proper to effect said merger.




      IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 26th day of September 2003.

                                            AMES TRUE TEMPER, INC.


                                            By:  /s/ Richard Dell
                                               ---------------------------------
                                            Name:  Richard Dell
                                            Title: President