CERTIFICATE OF INCORPORATION

                                       OF

                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                  FIRST: The name of the corporation is American Axle &
Manufacturing Holdings, Inc.

                  SECOND: The registered office of the corporation in the State
of Delaware is located at No. 1209 Orange Street, in the City of Wilmington,
County of New Castle; and the name of its registered agent at such address is
The Corporation Trust Company.

                  THIRD: The purposes of the corporation are to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

                  FOURTH: (1) The total number of shares of all classes of
stock which the corporation shall have authority to issue is 200,000,000,
consisting of (1) 10,000,000 shares of Preferred Stock, par value $.01 per
share ("Preferred Stock"), (2) 150,000,000 shares of Common Stock, par value
$.01 per share ("Common Stock"), and (3) 40,000,000 shares of Series Common
Stock, par value $.01 per share ("Series Common Stock"). The number of
authorized shares of any of the Preferred Stock, the Common Stock or the Series
Common Stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
in voting power of the stock of the corporation entitled to vote thereon
irrespective of the provisions of Section 242(b)(2) of the General Corporation
Law of the State of Delaware (or any successor provision thereto), and no vote
of the holders of any of the Preferred Stock, the Common Stock or the Series
Common Stock voting separately as a class shall be required therefor.

         (2) The Board of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of Preferred
Stock, for series of Preferred Stock and, with respect to each such series, to
fix the number of shares constituting such series and the designation of such
series, the voting powers (if any) of the shares of such series, and the
preferences and relative, participating, optional or other special rights, if
any, and any qualifications, limitations or restrictions thereof, of the shares
of such series. The powers, preferences and relative, participating, optional
and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.

         (3) The Board of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of Series
Common Stock, for series of Series Common Stock and, with respect to each such
series, to fix the number of shares constituting such series and the
designation of such series, the voting powers (if any) of the shares of such
series, and the preferences and relative, participating, optional or other
special rights, if any, and any qualifications, limitations or restrictions
thereof, of the shares of such series. The powers,





                                                                              2



preferences and relative, participating, optional and other special rights of
each series of Series Common Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding.

         (4) (a) Each holder of Common Stock, as such, shall be entitled to one
vote for each share of Common Stock held of record by such holder on all
matters on which stockholders generally are entitled to vote; provided,
however, that, except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Restated
Certificate of Incorporation (including any certificate of designations
relating to any series of Preferred Stock or Series Common Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock or
Series Common Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to
vote thereon pursuant to this Certificate of Incorporation (including any
certificate of designations relating to any series of Preferred Stock or Series
Common Stock) or pursuant to the General Corporation Law of the State of
Delaware.

         (b) Except as otherwise required by law, holders of a series of
Preferred Stock or Series Common Stock, as such, shall be entitled only to such
voting rights, if any, as shall expressly be granted thereto by this
Certificate of Incorporation (including any certificate of designations
relating to such series).

         (c) Subject to applicable law and the rights, if any, of the holders
of any outstanding series of Preferred Stock or Series Common Stock or any
class or series of stock having a preference over or the right to participate
with the Common Stock with respect to the payment of dividends, dividends may
be declared and paid on the Common Stock at such times and in such amounts as
the Board of Directors in its discretion shall determine.

         (d) Upon the dissolution, liquidation or winding up of the
corporation, subject to the rights, if any, of the holders of any outstanding
series of Preferred Stock or Series Common Stock or any class or series of
stock having a preference over or the right to participate with the Common
Stock with respect to the distribution of assets of the corporation upon such
dissolution, liquidation or winding up of the corporation, the holders of the
Common Stock, as such, shall be entitled to receive the assets of the
corporation available for distribution to its stockholders ratably in
proportion to the number of shares held by them.

         FIFTH: The Board of Directors shall be authorized to make, amend,
alter, change, add to or repeal the By-Laws of the corporation in any manner
not inconsistent with the laws of the State of Delaware, subject to the power
of the stockholders to amend, alter, change, add to or repeal the By-Laws made
by the Board of Directors. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 75 percent in voting power of all the shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required in order for the stockholders to
alter, amend or repeal any provision of the By-laws which is to the same effect
as Article Fifth, Article Seventh, and Article Eighth of this Certificate of
Incorporation or to adopt any provision inconsistent therewith.






                                                                              3




         SIXTH: (1) To the fullest extent permitted by the laws of the State of
Delaware:

         (a) The corporation shall indemnify any person (and such person's
heirs, executors or administrators) who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (brought in the right of the corporation or otherwise), whether
civil, criminal, administrative or investigative, and whether formal or
informal, including appeals, by reason of the fact that such person is or was a
director or officer of the corporation or, while a director or officer of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other
enterprise, for and against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or such heirs, executors or administrators in
connection with such action, suit or proceeding, including appeals.
Notwithstanding the preceding sentence, the corporation shall be required to
indemnify a person described in such sentence in connection with any action,
suit or proceeding (or part thereof) commenced by such person only if the
commencement of such action, suit or proceeding (or part thereof) by such
person was authorized by the Board of Directors of the corporation. The
corporation may indemnify any person (and such person's heirs, executors or
administrators) who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (brought in the
right of the corporation or otherwise), whether civil, criminal, administrative
or investigative, and whether formal or informal, including appeals, by reason
of the fact that such person is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise, for and against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or such heirs,
executors or administrators in connection with such action, suit or proceeding,
including appeals.

         (b) The corporation shall promptly pay expenses incurred by any person
described in the first sentence of subsection (a) of this Article Sixth,
Section (1) in defending any action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding, including appeals, upon
presentation of appropriate documentation.

         (c) The corporation may purchase and maintain insurance on behalf of
any person described in subsection (a) of this Article Sixth, Section (1)
against any liability asserted against such person, whether or not the
corporation would have the power to indemnify such person against such
liability under the provisions of this Article Sixth, Section (1) or otherwise.

         (d) The provisions of this Article Sixth, Section (1) shall be
applicable to all actions, claims, suits or proceedings made or commenced after
the adoption hereof, whether arising from acts or omissions to act occurring
before or after its adoption. The provisions of this Article Sixth, Section (1)
shall be deemed to be a contract between the corporation and each director or
officer who serves in such capacity at any time while this Article Sixth,
Section (1) and the relevant provisions of the laws of the State of Delaware
and other applicable law, if any, are in effect, and any repeal or modification
hereof shall not affect any rights or obligations then






                                                                              4



existing with respect to any state of facts or any action, suit or proceeding
then or theretofore existing, or any action, suit or proceeding thereafter
brought or threatened based in whole or in part on any such state of facts. If
any provision of this Article Sixth, Section (1) shall be found to be invalid
or limited in application by reason of any law or regulation, it shall not
affect the validity of the remaining provisions hereof. The rights of
indemnification provided in this Article Sixth, Section (1) shall neither be
exclusive of, nor be deemed in limitation of, any rights to which an officer,
director, employee or agent may otherwise be entitled or permitted by contract,
this Restated Certificate of Incorporation, vote of stockholders or directors
or otherwise, or as a matter of law, both as to actions in such person's
official capacity and actions in any other capacity while holding such office,
it being the policy of the corporation that indemnification of any person whom
the corporation is obligated to indemnify pursuant to the first sentence of
subsection (a) of this Article Sixth, Section (1) shall be made to the fullest
extent permitted by law.

         (e) For purposes of this Article Sixth, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries.

         (2) A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence shall not adversely
affect any right or protection of a director of the corporation hereunder in
respect of any act or omission occurring prior to the time of such amendment,
modification or repeal.

         SEVENTH: (1) The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors consisting of not
less than three directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a majority of the
Board of Directors. The directors shall be divided into three classes
designated Class I, Class II and Class III. Each class shall consist, as nearly
as possible, of one-third of the total number of directors constituting the
entire Board of Directors. Class I directors shall be originally elected for a
term expiring at the succeeding annual meeting of stockholders, Class II
directors shall be originally elected for a term expiring at the second
succeeding annual meeting of stockholders, and Class III directors shall be
originally elected for a term expiring at the third succeeding annual meeting
of stockholders. At each succeeding annual meeting of stockholders following
1999, successors to the class of directors whose term expires at that annual
meeting shall be elected for a term expiring at the third succeeding annual
meeting. 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 director of any
class elected to fill a newly created directorship resulting from an increase
in such class shall hold office for a term that shall coincide with the






                                                                              5



remaining term of that class, but in no case shall a decrease in the number of
directors remove or shorten the term of any incumbent director. A 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 newly created directorship on the Board of Directors that
results from an increase in the number of directors and any vacancy occurring
in the Board of Directors shall be filled only by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
If any applicable provision of the General Corporation Law of the State of
Delaware expressly confers power on stockholders to fill such a directorship at
a special meeting of stockholders, such a directorship may be filled at such
meeting only by the affirmative vote of at least 75 percent of the voting power
of all shares of the corporation entitled to vote generally in the election of
directors voting as a single class. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor. Directors may be removed only for
cause, and only by the affirmative vote of at least 75 percent in voting power
of all shares of the corporation entitled to vote generally in the election of
directors, voting as a single class.

         (2) Notwithstanding the foregoing, whenever the holders of any one or
more series of Preferred Stock or Series Common Stock issued by the corporation
shall have the right, voting separately as a series or separately as a class
with one or more such other series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, removal, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock or Series Common Stock)
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article Seventh unless expressly provided by such
terms.

         EIGHTH: Any action required or permitted to be taken by the holders of
the Common Stock of the corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders. Except as otherwise required by law and subject to the
rights of the holders of any series of Preferred Stock or Series Common Stock,
special meetings of stockholders of the corporation may be called only by the
Chief Executive Officer of the corporation or by the Board of Directors
pursuant to a resolution approved by the Board of Directors.

         NINTH: Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
75 percent in voting power of all the shares of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to alter, amend or repeal Article Fifth, Article Seventh,
Article Eighth or this Article Ninth or to adopt any provision inconsistent
therewith.

                               *   *   *








                                                                              6


                  IN WITNESS WHEREOF, AMERICAN AXLE & MANUFACTURING HOLDINGS,
INC. has caused its corporate seal to be hereunto affixed and this certificate
to be signed by Richard E. Dauch, its Chairman of the Board, Chief Executive
Officer and President, this 22nd day of January, 1999.


                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.



                  By:  /s/ Richard E. Dauch
                      --------------------------------------------------------
                      Name: Richard E. Dauch
                      Titl: Chairman of the Board, Chief Executive Officer and
                            President