<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CCPC HOLDING COMPANY, INC.
* * * * *
CCPC Holding Company, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
The amendment of the Corporation's Restated Certificate of Incorporation
set forth in the following resolutions was approved by Unanimous Written
Consent of the Board of Directors of the Corporation in accordance with
the provisions of Section 242(b) (1) of the General Corporation Law of the
State of Delaware and by Written Consent of the stockholders of the
Corporation in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware:
RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by striking the First Item of Article II in its entirety
and substituting therefor:
FIRST: The name of the Corporation is: WKI Holding Company, Inc.
RESOLVED, FURTHER, that this Certificate of Amendment of the Restated
Certificate of Incorporation of the Corporation shall be effective February 10,
2000.
The undersigned, being the Secretary of the Corporation, does make this
Certificate, hereby declaring and certifying that the facts herein stated are
true; and accordingly has hereunto set his hand and seal this 31st day of July,
2000.
/s/ Raymond J. Kulla
-------------------------
By: Raymond J. Kulla
Secretary
