EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  FARR COMPANY

                     Pursuant to Title 8, Section 242 of the
                        Delaware General Corporation Law


         Stephen E. Pegg hereby certifies as follows:

              FIRST: He is the Senior Vice President, Secretary and Chief
Financial Officer of Farr Company, a Delaware corporation (the "Corporation").

              SECOND: Article IV of the Restated Certificate of Incorporation of
Farr Company is amended and restated to read in its entirety as follows:

              "The total number of shares of stock which the  Corporation  shall
         have authority to issue is 20,000,000 shares of common stock, par value
         $.10 per share (the "Common Stock")."

              THIRD:  The  foregoing  amendment of the Restated  Certificate  of
Incorporation  of Farr  Company  has been duly  adopted in  accordance  with the
provisions of Title 8, Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF,  I have executed this Certificate of Amendment this
9th day of August, 1999.

                                   /s/ Stephen E. Pegg

                                   Stephen E. Pegg
                                   Senior Vice President, Secretary and
                                   Chief Financial Officer