EXHIBIT T3A-16

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         KEMWATER NORTH AMERICA COMPANY

            Kemwater North America Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

            A. The name of the Corporation is Kemwater North America Company.

            B. The Certificate of Incorporation was filed in the office of the
Secretary of State of the State of Delaware on the 26th day of January, 1996.

            C. This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with Section 303 of the Delaware General Corporation
Law (the "DGCL").

            D. The text of the Certificate of Incorporation is hereby amended
and restated to read in full as follows:

            FIRST: The name of the Corporation is Kemwater North America
Company.

            SECOND: The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle
19801. The name of its registered agent at such address is The Corporation Trust
Company.

            THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Laws of the State of Delaware.

            FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Eighty Thousand (80,000), consisting of Fifty
Thousand (50,000) shares of Preferred Stock, par value of One Dollar ($1.00) per
share (hereinafter called "Preferred Stock"), and Thirty Thousand (30,000)
shares of Common Stock, par value of Ten Cents ($0.10) per share (hereinafter
called "Common Stock").

            The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations and restrictions thereof.






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

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

            (b) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the creation of the
series) increase (but not above the total number of authorized shares of the
class) or decrease (but not below the number of shares then outstanding);

            (c) Whether dividends, if any, shall be cumulative or noncumulative,
the dividend rate of the series and the dates at which dividends, if any, shall
be payable;

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

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

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

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

            (h) Restrictions on the issuance of shares of the same series or of
any other class or series and the right, if any, to subscribe for or purchase
any securities of the Corporation or any other corporation;

            (i) The voting rights of the holders of such series; provided,
however, that with respect to any series of Preferred Stock, the terms of such
stock shall include adequate provisions for the election of a director
representing such Preferred Stock in the event of default in the payment of
dividends on such Preferred Stock; and

            (j) Any other relative, participating, optional or other special
powers, preferences, rights, qualifications, limitations or restrictions thereof
all as determined from time to time by the Board of Directors and stated in the
resolutions providing for the issuance of such preferred stock (a "Preferred
Stock Designation").


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            The holders of Common Stock shall be entitled to one vote for each
such share upon all questions presented to the stockholders. Except as may be
provided in this Certificate of Incorporation or by the Board of Directors in a
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote or consent.

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

            FIFTH: The Board of Directors is authorized to adopt, amend or
repeal the bylaws of the Corporation. Election of directors need not be by
written ballot.

            SIXTH: The number of directors of the Corporation shall be as
provided in the bylaws of the Corporation, as the same may be amended from time
to time.

            SEVENTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

            EIGHTH: The Corporation shall, to the fullest extent permitted by
the DGCL (including, without limitation, Section 145 thereof), as amended from
time to time, indemnify any officer or director whom it shall have power to
indemnify from and against any and all of the expenses, liabilities or other
losses of any nature. The indemnification provided in this Article EIGHTH shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity, while holding such office, and shall continue as
to a person who has ceased to be an officer or director and shall inure to the
benefit of the heirs, executors and administrators of such a person.


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            NINTH: Notwithstanding any other provision contained herein to the
contrary, the Corporation shall not issue non-voting equity securities.

            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by _______________________, its Chairman of the Board, and
_________________________, its Assistant Secretary, this ____ day of
______________________, 2001.

                                         BY:
                                            ------------------------------------

                                            ------------------------------------
                                            Chairman of the Board

ATTEST:
       ---------------------------------

       ---------------------------------
       Assistant Secretary


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