CYT

CERTIFICATE OF INCORPORATION

OF

CYTEC INDUSTRIES INC.


FIRST: The name of the Corporation is Cytec Industries Inc.
(hereinafter the "Corporation").

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

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

FOURTH: The total number of shares of stock which the
Corporation shall have the authority to issue is 95 million, consisting of
75 million shares of common stock, par value $0.01 per share (the "Common
Stock"), and 20 million shares of preferred stock, par value $0.01 per share
(the "Preferred Stock").

Shares of the Preferred Stock of the Corporation may be issued from
time to time in one or more classes or series, each of which class or series
shall have such distinctive designation or title as shall be fixed by the
Board of Directors of the Corporation (the "Board of Directors") prior to the
issuance of any shares thereof. Each such class or series of Preferred Stock
shall have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
in such resolution or resolutions providing for the issue of such class or
series of Preferred Stock as may be adopted form time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to the authority
hereby expressly vested in it, all in accordance with the laws of the State of
Delaware. Except as set forth in such resolutions, or as otherwise
may be required by law, the holders of shares of Preferred Stock shall not
have any voting rights.

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

Name Mailing Address

Deborah M. Reusch P. O. Box 636
Wilmington, Delaware 19899

SIXTH: The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. Subject to the terms and
provisions of any class or series of Preferred Stock, the Board of Directors
shall consist of not less than 5 (including any directors elected by the
holders of any class or series of Preferred Stock entitled to elect directors as
a class or series) nor more than 12 members, the exact number of which shall
be fixed from time to time by the Board of Directors. Except as provided in
the next paragraph, the directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, or one-third of the total number of directors
constituting the entire Board of Directors. The term of the initial Class
I directors shall terminate on the date of the 1994 annual meeting of
stockholders; the term of the initial Class II directors shall terminate on
the date of the 1995 annual meeting of stockholders; and the term of the
initial Class III directors shall terminate on the date of the 1996 annual
meeting of stockholders. At each annual meeting of stockholders beginning
in 1994, successors to the class of directors whose term expires at that
annual meeting shall be elected for a three year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional directors of any class elected
to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class,
but in no case will a decrease in the number of directors shorten the term of
any incumbent director. A Class I, II or III director shall hold office until
the annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.
Any vacancy on the Board of Directors in a Class I, II or III directorship,
howsoever resulting, may be filled by a majority or the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill such a vacancy shall hold office for a term that
shall coincide with the term of the class to which such director shall have
been elected.

Whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the terms of
this Certificate of Incorporation or the resolution or resolutions adopted by
the Board of Directors pursuant to Article FOURTH applicable thereto, and such
directors so elected shall not be divided pursuant to this Article SIXTH into
classes with the directors elected by the holders of Common Stock unless
expressly provided by such terms.

SEVENTH: Any action required or permitted to be taken at any annual
or special meeting of any class of stockholders may be taken only upon the
vote of such class of stockholders at an annual or special meeting duly
noticed and called, as provided in the Certificate of Incorporation or By-laws
of the Corporation, and may not be taken by a written consent of such class
of stockholders pursuant to the GCL, unless (i) in the case of action
required or permitted to be taken by the holders of Common Stock, such written
consent is signed by all holders of Common Stock or (ii) in the case of action
required or permitted to be taken by the holders of any class or series of
Preferred Stock, such written consent is signed by holders of shares of such
class of series of Preferred Stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares of such class or series entitled to vote thereon were
present and voted.

EIGHTH: Subject to the terms and provisions of any class or series
of Preferred Stock, special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by the Board of Directors,
the Chairman of the Board of Directors or the President of the Corporation,
and may not be called by any other person or persons.

NINTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such a director as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent provided by
applicable law (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) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to or
repeal of this Article NINTH shall apply to or have any effect on the
liability or alleged liability of any director or the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

TENTH: The Corporation expressly elects not to be governed by
Section 203 of the GCL.

ELEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
repeal, alter, amend or rescind the By-laws of the Corporation.

TWELFTH: The Corporation reserves the right to repeal, alter,
amend, or rescind any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred on stockholders herein are granted subject to this
reservation.

I, THE UNDERSIGNED, being the Sole 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 17th day of December, 1993.