RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             THOMAS INDUSTRIES INC.
 
                        --------------------------------
 
 
                  The original Certificate of Incorporation of THOMAS INDUSTRIES
INC. was filed with the Secretary of State of Delaware on December 28, 1928,
under the name The Electric Sprayit Company. The following Restated Certificate
of Incorporation only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation, and all amendments
thereto, and there is no discrepancy between those provisions and the following
provisions:
 
                  FIRST:  The name of the corporation is Thomas Industries Inc.
 
                  SECOND: The registered office of the corporation in the State
of Delaware shall be located at 306 South State Street, City of Dover, County of
Kent. The name and address of its registered agent shall be United States
Corporation Company, 306 South State Street, Dover, Delaware 19901.
 
                  THIRD: The nature of the business, or objects or purposes to
be transacted, promoted or carried on are:
 
                  To carry on the business of mechanical and electrical
         engineers, toolmakers, machinists, founders, metal workers, smiths,
         builders, fitters, cutlers and merchants, and any other similar
         business or businesses which may seem calculated directly or
         indirectly, to enhance the value of or render profitable any of the
         company's property or rights, or conducive to any of the company's
         objects, and in particular to manufacture, buy, sell, job, deal in and
         deal with lighting fixtures, equipment and furnishings, including
         lamps, built-in fixtures and fluorescent lighting equipment, cooking
         utensils and kitchen ware, electrical spraying machines, blowers, blow
         torches, air compressors, mechanical and mercantile devices, equipment,
         specialties, machines, parts, appliances for household and commercial
         use, utilities, implements, castings, tools, fixtures, hardware,
         instruments and apparatus of every kind and nature and any other
         articles of commerce ordinarily made in a thoroughly equipped machine
         shop, factory, laboratory or foundry.
 
                  To manufacture, handle, install, deal in, contract for or
         otherwise acquire, advertise, promote, introduce, distribute, buy, sell
         or otherwise dispose of for itself, or for any other or others, any and
         all kinds of stoves, heaters, burners, furnaces, boilers, ovens, kilns;
         and to create, establish, build up, and maintain a purchasing or
         selling organization for the promotion, sale, advertisement,
         distribution, or introduction of any of the aforesaid.
 
<PAGE>
 
                  To build, erect, construct, purchase, hire or otherwise
         acquire, buy, sell, own, dispose of, provide, establish, maintain,
         hold, lease and operate stores, factories, warehouses, mills, agencies,
         buildings, structures, offices, houses, works, machinery, plants,
         terminals, and other buildings and structures, and all other property
         and things of whatsoever kind and nature, real, personal and mixed,
         tangible and intangible, including good will, within and without the
         State of Delaware, and in any part of the world, suitable, necessary,
         useful or advisable in connection with any of the objects hereinabove
         or hereinafter set forth.
 
                  To manufacture, purchase or otherwise acquire, own, mortgage,
         pledge, sell, assign and transfer or otherwise dispose of, to invest,
         trade, deal in and deal with, goods, wares and merchandise and real and
         personal property of every class and description.
 
                  To acquire, and pay for in cash, stock or bonds of this
         corporation or otherwise, the good will, rights, assets and property,
         and to undertake or assume the whole or any part of the obligations or
         liabilities of any person, firm, association or corporation.
 
                  To acquire, hold, use, sell, assign, lease, grant licenses in
         respect of, mortgage, or otherwise dispose of letters patent of the
         United States or any foreign country, patent rights, licenses and
         privileges, inventions, improvements and processes, copy-rights, trade
         marks and trade names, relating to or useful in connection with any
         business of this corporation.
 
                  To guarantee, purchase, hold, sell, assign, transfer,
         mortgage, pledge or otherwise dispose of shares of the capital stock
         of, or any bonds, securities or evidence of indebtedness created by any
         other corporation or corporations organized under the laws of this
         state or any other state, country, nation or government, and while the
         owner thereof to exercise all the rights, powers and privileges of
         ownership.
 
                  To issue bonds, debentures, or obligations of this corporation
         from time to time, for any of the objects or purposes of the
         corporation, and to secure the same by mortgage, pledge, deed of trust,
         or otherwise.
 
                  To purchase, hold, sell and transfer the shares of its own
         capital stock; provided it shall not use its funds or property for the
         purchase of its own shares of capital stock when such use would cause
         any impairment of its capital; and provided further that shares of its
         own capital stock belonging to it shall not be voted upon directly or
         indirectly.
 
                  To have one or more offices to carry on all or any of its
         operations and business and without restriction or limit as to amount
         to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or
         otherwise dispose of real and personal property of every class and
         description in any of the States, Districts, Territories or Colonies of
 
<PAGE>
 
         the United States, and in any and all foreign countries, subject to the
         laws of such State, District, Territory, Colony or Country.
 
                  In general, to carry on any outer business in connection with
         the foregoing, whether manufacturing or otherwise, and to have and
         exercise all the powers conferred by the laws of Delaware upon
         corporations formed under the law hereinafter referred to and to do any
         or all of the things hereinbefore set forth to the same extent as
         natural persons might or could do.
 
                  The foregoing clauses shall be construed both as objects and
         powers; and it is hereby expressly provided that the foregoing
         enumeration of specific powers shall not be held to limit or restrict
         in any manner the powers of this corporation.
 
                  FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 12,200,000 consisting of
12,000,000 shares of Common Stock of the par value of $1 each (hereinafter
collectively referred to as the "Common Stock"), and 200,000 shares of Preferred
Stock, of the par value of $100 each (hereinafter referred to as the "Preferred
Stock"), issuable in series in accordance with paragraph 1 below.
 
                  The following is a description of each of the classes of stock
of the corporation and a statement of the powers, preferences and rights of such
stock, and the qualifications, limitations and restrictions thereof:
 
                  1. (a) The Preferred Stock shall be issued, from time to time,
in one or more series, and the series shall be known and designated by such
appropriate designations as may be stated and expressed in such resolution or
resolutions providing for the issue of the stock of such series as may be
adopted by the Board of Directors from time to time, a copy of which resolution
or resolutions shall have been set forth in a certificate made, executed,
acknowledged, filed and recorded in the manner required by the laws of the State
of Delaware in order to make the same effective. Each series shall consist of
such number of shares as shall be stated and expressed in such resolution or
resolutions, providing for the issue of the stock of such series, as may be
adopted by the Board of Directors from time to time, together with such
additional number of shares as the Board of Directors by resolution or
resolutions may from time to time determine to issue as a part of such series;
provided, however, that the maximum number of shares of any series may be fixed
in the initial resolution providing for the issue of such series, and the total
number of shares of Preferred Stock of all series shall not exceed in the
aggregate 200,000 shares. All shares of any one series of such Preferred Stock
shall be alike in every particular except that shares issued at different times
may accumulate dividends from different dates. The Board of Directors shall have
power and authority to state and determine, in the resolution or resolutions
providing for the issue of each series of Preferred Stock the number of shares
of such series authorized to be issued, the voting powers (if any) and the
designations, preferences and relative, participating, optional or other rights
appertaining to such series, and the qualifications, limitations or restrictions
thereof (including, but not by way of limitation, full power and authority to
determine as to the Preferred Stock of such series, the rate or rates of
dividends payable thereon, the times of payment of such dividends, the prices
and manner upon which the same may be redeemed, the amount or amounts payable
thereon in the event of liquidation, dissolution or winding up of the
corporation, and the rights (if any) to convert the same into, and/or to
 
 
 
<PAGE>
 
purchase, stock of any other class or series). The Board of Directors may from
time to time decrease the number of shares of any series of Preferred Stock (but
not below the number thereof then outstanding) by providing that any unissued
shares previously assigned to such series shall no longer constitute part
thereof and may assign such unissued shares to an existing or newly created
series. Resolution or resolutions adopted pursuant to this paragraph 1 shall
have no provisions which are inconsistent with the corporation's Certificate of
Incorporation, as amended, applicable to all Series of Preferred Stock.
 
                  (b) The foregoing provisions of this paragraph 1 with respect
to the creation or issuance of additional series of Preferred Stock shall be
subject to any additional conditions with respect thereto which may be contained
in any resolutions then in effect which shall have theretofore been adopted in
accordance with the foregoing provisions of this paragraph 1 with respect to any
then outstanding series of Preferred Stock.
 
                  2. All shares of Preferred Stock shall have the same powers,
preferences and rights, and shall be subject to the same qualifications,
limitations or restrictions, without distinction as between series, except as
provided herein or in resolutions of the Board of Directors pursuant to
paragraph 1 above.
 
                  3. The holders of Preferred Stock shall be entitled to
receive, and the corporation shall be obligated to pay, when and as declared by
the Board of Directors of the corporation, out of any legally available surplus
or net earnings or other legally available funds of the corporation,
preferential cumulative dividends (which shall accumulate whether or not earned
or declared) at the rates and at payment dates as may be designated by
resolution of the Board of Directors for the shares of each series of such
Preferred Stock established by the Board of Directors of the corporation in
accordance with paragraph 1 above. The holders of Preferred Stock shall not be
entitled to receive any dividends over and above such preferential dividends.
Such preferential dividends shall be paid or declared and set apart for payment
in full for all previous dividend periods as to the Preferred Stock of each
series, before or concurrently with the declaration or payment of or setting
apart of any funds or assets for payment of any dividends on, or the making of
or the setting apart of any funds or assets for any distribution with respect
to, the Common Stock. If any dividends are paid on any of the Preferred Stock at
any time in an aggregate amount less than the total dividends then accumulated
and payable on all of the Preferred Stock then outstanding, the amount to be
distributed shall be paid on each series of Preferred Stock in the proportions
that the dividends then accumulated and payable on each series bears to the
total dividends then accumulated and payable on all outstanding series of
Preferred Stock.
 
                  4. At any time after all preferential dividends on the
Preferred Stock for all previous dividend payment periods shall have been paid
or declared and set apart for payment, the Board of Directors may (subject to
any conditions with respect thereto that may be contained in any then effective
resolutions adopted in accordance with the provisions of paragraph 1 hereof)
declare dividends on the Common Stock out of any legally available surplus or
net earnings.
 
                  5. Any Preferred Stock purchased or redeemed for the account
of any retirement fund established by the Board of Directors in respect of any
 
 
 
<PAGE>
 
series of Preferred Stock issued in accordance with paragraph 1 above may not be
reissued but shall be cancelled and retired.
 
                  6. In the event of any liquidation, dissolution or winding up
of the corporation or any distribution of its assets, whether voluntary or
involuntary, the holders of the outstanding Preferred Stock of each series shall
be entitled to receive out of the assets of the corporation, before any payment
or distribution is made out of said assets to the holders of the Common Stock,
such amount as is determined by resolution of the Board of Directors
establishing said series in accordance with paragraph 1 above, together with an
additional amount equal to all accrued and unpaid dividends thereon (whether or
not earned or declared) to the date payment is made available to the holders of
Preferred Stock, without preference or priority of any series over any other
series. If less than such full amounts are paid or set apart for payment to
holders of Preferred Stock, any amount so paid or payable shall be paid on each
series of Preferred Stock in proportion to the respective amounts payable to
each of the series in full payment. After payment or the setting apart for
payment to the holders of each series of Preferred Stock of the preferential
amounts so payable to them, all the remaining assets of the corporation shall
belong to and be distributable pro rata to the holders of Common Stock.
 
                  7. (a) The holders of the Common Stock shall be entitled to
one vote for each share thereof held at any meeting of the shareholders of the
corporation.
 
                  (b) The rights of the Common Stock in the event of liquidation
are set forth at the conclusion of paragraph 6.
 
                  8. No holder or owner of any share of stock of the corporation
shall have any pre-emptive right to acquire additional shares of stock of any
class of the corporation, or obligations convertible into shares of any class of
stock of the corporation.
 
                  FIFTH: The amount of capital with which this corporation will
commence business is ten (10) shares.
 
                  SIXTH: The names and places of residence of the original
subscribers to the capital stock and the number of shares subscribed for by each
are as follows:
 
         NAME                        RESIDENCE                   NO. OF SHARES
A. L. Miller                   Wilmington, Delaware                     4
A. V. Lane                     Wilmington. Delaware                     3
C. S. Peabbles                 Wilmington, Delaware                     3
 
                  SEVENTH: (a) Except as set forth in paragraph (d) of this
Article, and in addition to such vote as may be required by the terms of any
series of Preferred Stock then outstanding, the affirmative vote of the holders
of 75% of the voting power of all of the stock of this corporation entitled to
vote in elections of directors shall be required:
 
                    (i) for a merger or consolidation of this corporation or any
               subsidiary thereof with or into any other corporation, or
 
<PAGE>
 
                    (ii) for any sale or lease of all or any substantial part of
               the assets of this corporation or any subsidiary thereof to any
               other corporation, person or other entity, or
 
                    (iii) for any sale or lease to this corporation or any
               subsidiary thereof of any assets (except assets having an
               aggregate fair market value of less than $5,000,000) in exchange
               for voting securities (or securities convertible into voting
               securities or options, warrants or rights to purchase voting
               securities convertible into voting securities) of this
               corporation or any subsidiary by any other corporation, person or
               other entity, if as of the record date for the determination of
               stockholders entitled to notice thereof and to vote thereon such
               other corporation, person or other entity which is party to such
               a transaction is the beneficial owner, directly or indirectly, of
               5% or more in number of shares of the outstanding shares of any
               class of stock of this corporation entitled to vote in elections
               of directors.
 
                  (b) For purposes of this Article, any corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of stock
of this corporation.
 
                    (i) which it owns directly, whether or not of record; or
 
                    (ii) which it has the right to acquire pursuant to any
               agreement or understanding or upon exercise of conversion rights,
               warrants or options or otherwise, whether or not presently
               exercisable; or
 
                    (iii) which are beneficially owned, directly or indirectly
               (including shares deemed to be owned through application of
               clause (ii) above) by an "affiliate" or "associate" as those
               terms are defined herein; or
 
                    (iv) which are beneficially owned, directly or indirectly by
               any other corporation, person or entity (including any shares
               which such other corporation, person or entity has the right to
               acquire pursuant to any agreement or understanding or upon
               exercise of conversion rights, warrants or options or otherwise,
               whether or not presently exercisable) with which it or its
               "affiliates" or "associates" has any agreement or arrangement or
               understanding for the purpose of acquiring, holding, voting or
               disposing of stock of this corporation.
 
                  For the purposes of this Article SEVENTH, the outstanding
shares of stock of this corporation shall include shares deemed owned through
the application of clauses (b)(ii), (iii) and (iv) above, but shall not include
any other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants, options or otherwise.
 
                  For the purposes of this Article SEVENTH, the term "affiliate"
shall mean any person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such corporation, person or other entity. The "control" (including the terms
"controlling," "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
 
<PAGE>
 
direction of the management and policies of a corporation, person or other
entity, whether through the ownership of voting securities, by contract or
otherwise.
 
                  For the purposes of this Article SEVENTH, the term "associate"
shall mean (1) any corporation or organization (other than this corporation or a
majority-owned subsidiary of this corporation) of which such corporation, person
or other entity is an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities; (2) any trust
or other estate in which such corporation, person or other entity has a
substantial beneficial interest or as to which such corporation, person or other
entity serves as a trustee or in a similar fiduciary capacity; and (3) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of this corporation or
any of its subsidiaries.
 
                  (c) The Board of Directors shall have the power and duty to
determine for the purpose of this Article SEVENTH on the basis of information
known to the Board of Directors of this corporation, whether
 
                    (i) such other corporation, person or other entity
               beneficially owns more than 5% in number of shares of the
               outstanding shares of any class of stock of this corporation
               entitled to vote in elections of directors;
 
                    (ii) a corporation, person or other entity is an "affiliate"
               or "associate" (as defined in paragraph (b) above) of another;
               and
 
                    (iii) the assets being acquired by this corporation, or any
               subsidiary thereof, have an aggregate fair market value of less
               than $5,000,000.
 
                  Any such determination shall be conclusive and binding for all
purposes of this Article SEVENTH.
 
                  (d) The provisions of this Article SEVENTH shall not apply to
any merger or other transaction referred to in this Article SEVENTH with any
corporation, person or other entity if (1) the Board of Directors of this
corporation has approved a memorandum of understanding with such other
corporation, person or other entity with respect to such transaction prior to
the time that such other corporation, person or other entity shall have become a
beneficial owner of more than 5% in number of shares of the outstanding shares
of stock of any class of this corporation entitled to vote in elections of
directors; or (2) if such transaction is otherwise approved by the Board of
Directors of this corporation, provided that a majority of the members of the
Board of Directors voting for the approval of such transaction were duly elected
and acting members of the Board of Directors prior to the time that such other
corporation, person or other entity shall have become a beneficial owner of more
than 5% in number of shares of the outstanding shares of stock of any class of
this corporation entitled to vote in elections of directors. In addition, the
provisions of this Article SEVENTH shall not apply to any merger or other
transaction referred to in this Article SEVENTH with a subsidiary (which term
shall mean a corporation of which a majority of the outstanding shares of stock
entitled to vote in elections of directors is owned by this corporation
directly, and/or indirectly through one or more other subsidiaries).
 
 
<PAGE>
 
                  EIGHTH: The Board of Directors of the corporation, when
evaluating any offer of another party to (a) make a tender or exchange offer for
any equity security of the corporation; (b) merge or consolidate the corporation
with another corporation; or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the corporation and its stockholders, give due consideration to
such factors as the Board of Directors determines to be relevant, including,
without limitation, the social, legal and economic effects of the proposed
transaction upon employees, customers, suppliers, and other affected persons,
firms and corporations and on the communities in which the corporation and its
subsidiaries operate or are located.
 
                  NINTH: In furtherance, and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
 
                  To fix the amount to be reserved as working capital over and
above its capital stock paid, in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this corporation.
 
                  From time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the stock ledger), or any of
them, shall be open to inspection of stockholders; and no stockholder shall have
any right of inspecting any account, book or document of this corporation except
as conferred by statute, unless authorized by a resolution of the stockholders
or directors.
 
                  By resolution or resolutions, passed by a majority of the
whole board to designate one or more committees, each committee to consist of
two or more of the directors of the corporation, which, to the extent provided
in said resolution or resolutions, or in the by-laws of the corporation, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in the
by-laws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
 
                  This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon them by the statute.
 
                  Both stockholders and directors shall have power, if the
by-laws so provide, to hold their meetings, and to have one or more offices
within or without the State of Delaware, and to keep the books of this
corporation (subject to the provisions of the statutes), outside of the State of
Delaware at such places as may be from time to time designated by the Board of
Directors.
 
                  TENTH: By-laws of the corporation may be adopted, amended or
repealed by the affirmative vote of a majority of the total number of directors
(fixed by such by-laws as in effect immediately prior to such vote) or by the
affirmative vote of the holders of 75% of the voting power of the corporation's
stock outstanding and entitled to vote thereon. Such by-laws may contain any
 
<PAGE>
 
provision for the regulation and management of the affairs of the Corporation
and the rights or powers of its stockholders, directors, officers or employees
not inconsistent with the laws of the State of Delaware.
 
                  ELEVENTH: At the 1980 annual meeting of stockholders of the
corporation, the directors shall be divided into three classes, as nearly equal
in number as may be, the term of office of those of the first class to expire at
the first annual meeting of stockholders after their election, the term of
office of those of the second class to expire at the second annual meeting of
stockholders after their election, and the term of office of those of the third
class to expire at the third annual meeting of stockholders after their
election. At each annual election held after such initial classification and
election, directors elected to succeed those whose terms expire shall be elected
for a term of office to expire at the third annual meeting of stockholders after
their election.
 
                  Newly created directorships resulting from any increase in the
authorized number of directors and vacancies in the Board of Directors from
death, resignation, retirement, disqualification, removal from office or other
cause, shall be filled by a majority vote of the directors then in office, and
directors so chosen shall hold office for a term expiring at the annual meeting
at which the term of the class to which they shall have been elected expires. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
 
                  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, (a) any director, or the entire Board of
Directors, may be removed at any time, but only for cause; and (b) the
affirmative votes of the holders of 75% of the voting power of all of the stock
of the corporation entitled to vote in the election of directors shall be
required to remove a director from office. The stockholders of the corporation
are expressly prohibited from cumulating their votes in any election of
directors of the corporation.
 
                  TWELFTH: Special meetings of the stockholders of the
corporation for any purpose or purposes may be called at any time by the Board
of Directors or by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in the by-laws of the corporation,
include the power to call such meetings, but such special meetings may not be
called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons by the terms of any series of Preferred Stock then
outstanding, then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.
 
                  THIRTEENTH: No action required or permitted to be taken at any
annual or special meeting of the stockholders of the corporation may be taken
without a meeting and the power of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.
 
                  FOURTEENTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
 
 
<PAGE>
 
reservation. Notwithstanding any other provision of the Certification of
Incorporation or the by-laws of this corporation (and in addition to any other
vote that may be required by law, by the terms of any series of Preferred Stock
then outstanding, this Certificate of Incorporation, or by the by-laws of this
corporation), the affirmative vote of the holders of 75% of the voting power of
all stock of this corporation entitled to vote in elections of directors shall
be required to amend, alter, change or repeal Article SEVENTH, EIGHTH, NINTH,
TENTH, ELEVENTH, TWELFTH, THIRTEENTH AND FOURTEENTH of this Certificate of
Incorporation.
 
                                      * * *
 
                         CERTIFICATE OF ADOPTION OF THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             THOMAS INDUSTRIES INC.
 
                  THOMAS INDUSTRIES INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify
as follows:
 
                  The Board of Directors of Thomas Industries Inc., at a meeting
of its members held on September 27, 1984, duly adopted resolutions setting
forth the foregoing Restated Certificate of Incorporation of the corporation,
which only restates and integrates and does not further amend the provisions of
the corporation's Certificate of Incorporation, as amended thereafter, all in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.
 
                  IN WITNESS WHEREOF, said Thomas Industries Inc. has caused
this certificate to be signed by its President and attested by its secretary,
this 27th day of September, 1984.
 
ATTEST:                                          THOMAS INDUSTRIES INC.
 
 
 
/s/ Edward Schady                                By: /s/ Thomas R. Fuller
---------------------------------------             ----------------------------
      Edward Schady, Secretary                      Thomas R. Fuller, President