EXHIBIT 3

         AMENDED AND RESTATED ARTICLES OF INCORPORATION
                               OF
                        TECHNITROL, INC.

     The undersigned corporation (hereinafter, the "Corporation")
hereby desires to amend and restate its Articles of Incorporation
in their entirety as permitted under Section 19 (a)(5) of the
Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL") as follows:


     FIRST:    The name of the Corporation is:  Technitrol, Inc.


     SECOND:   The address of the Corporation's registered office
is 1210 Northbrook Drive, Suite 385, Trevose, Bucks County, PA 19053.

     THIRD:    The purposes for which the corporation is organized are
 as follows:

               To manufacture or otherwise produce, use, buy,
sell and otherwise deal in goods, wares, merchandise, and other
articles of commerce and personal property of every kind and
nature including electrical, electronic and mechanical equipment.

               To acquire by purchase, lease, grant, gift,
devise, bequest, exchange of securities or property, or
otherwise, any property, real or personal, and any interest
therein, including the business, good-will, rights and assets of
any person, partnership, association or corporation engaged in
any lawful business.

               To hold, own, improve, develop, lease, sell,
mortgage, pledge and otherwise deal in, invest in and dispose of,
any property, real or personal, and any interest therein,
including the business, good-will, rights and assets of any
person, partnership, association or corporation engaged in any
lawful business.


     FOURTH:   The term for which the Corporation is to exist is
perpetual.


     FIFTH:    The aggregate number of shares which the
corporation shall have authority to issue is Seventy-Five Million
(75,000,000) shares of Common Stock; the par value of said Common
Stock shall be $.125 per share.


     SIXTH:    The directors of the Corporation shall be divided
into three classes, namely, Classes I, II and III, with each
class consisting of not less than one nor more than three
directors, as determined in accordance with the By-Laws of the
Corporation.  Class I directors elected at the 1977 annual
meeting of shareholders shall initially serve until the next
annual meeting following their election and until their
successors shall be elected and qualified.  Class II directors
elected at the 1977 annual meeting of shareholders shall
initially serve until the second annual meeting following their
election and until their successors shall be elected and
qualified.  Class III directors elected at the 1977 annual
meeting of shareholders shall initially serve until the third
annual meeting following their election and until their
successors shall be elected and qualified.  At each annual
meeting of shareholders commencing with the 1978 annual meeting,
the successors to any class of directors whose terms shall then
expire shall be elected to serve three year terms.  Directors
elected as hereinbefore provided may not be removed prior to the
expiration of their respective terms of office without cause.

               Notwithstanding any provision of this Amended and
Restated Articles of Incorporation to the contrary, (1) no
amendment to this Amended and Restated Articles of Incorporation
shall amend, alter, change or repeal any provision of this
Article SIXTH except upon the affirmative vote of the holders of
at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote
thereon, and (2) no amendment to this Amended and Restated
Articles of Incorporation shall be adopted empowering
shareholders to remove directors without cause except upon the
affirmative vote of the holders of at least seventy-five percent
of the outstanding shares of all classes of capital stock of the
Corporation entitled to vote thereon.


     SEVENTH:  Except as set forth below, the affirmative vote of
the holders of at least seventy-five percent of the outstanding
shares of all classes of capital stock of the Corporation
entitled to vote thereon, shall be required in order to authorize
or adopt (a) any agreement for the merger or consolidation of the
Corporation with or into any other corporation which is required
by law to be approved by shareholders, (b) any sale, lease,
transfer or other disposition by the Corporation of all or any
substantial part of the assets of the Corporation to any other
corporation, person or other entity, or (c) any issuance or
delivery of securities of the Corporation in exchange or payment
for any securities, properties or assets of any other person in a
transaction in which the authorization or approval of
shareholders of the Corporation is required by law or by any
agreement to which the Corporation is a party, if as of the
record date for the determination of shareholders entitled to
notice thereof and to vote thereon or consent thereto, such other
corporation, person or entity which is a party to such
transaction is the beneficial owner, directly or indirectly, of
more than 5% of the outstanding shares of stock of the
Corporation.

               For purposes of this Article SEVENTH, (a) any
corporation, person or other entity shall be deemed to be the
beneficial owner of any shares of stock of the 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, or (iii) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (ii) above), by an "affiliate" or
"associate" (as defined below), or (iv) which are beneficially
owned, directly or indirectly (including shares deemed owned
through application of clause (ii), above) by any other
corporation, person or entity with which it or its "affiliate" or
"associate" has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or disposing of stock
of the Corporation, and (b) the outstanding shares of any class
of stock of the Corporation shall include shares deemed owned
through application of clauses (a) (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 or options, or otherwise.

               The term "affiliate" is defined as:

                    An "affiliate" of, or a person "affiliated"
with, a specified person, is a person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the persons
specified.

               The term "associate" is defined as:

                    The term "associate" used to indicate a
relationship with any person, means (1) any corporation or
organization (other than this Corporation or a majority-owned
subsidiary of this Corporation) of which such person 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 person has a substantial
beneficial interest or as to which such person serves as 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 parents or subsidiaries.

               The provisions of this Article SEVENTH shall not
be applicable to (i) any merger or consolidation of the
Corporation with or into any other corporation, or any sale or
lease of all or any substantial part of the assets of the
Corporation to any other corporation, person or other entity, if
the Board of Directors of the Corporation shall by resolution
have approved a memorandum of understanding, letter of intent or
agreement with such other corporation, person or entity with
respect to and substantially consistent with such transaction,
prior to the time that such other corporation, person or entity
shall have become a beneficial owner of more than 5% of the
outstanding shares of stock of the Corporation; or (ii) any
merger or consolidation of the Corporation with, or any sale of
the Corporation or any subsidiary thereof of any of the assets
of, any corporation of which a majority of the outstanding shares
of stock is owned of record or beneficially by the Corporation
and its subsidiaries.

               The Board of Directors shall have the power and
duty to determine for the purposes of this Article SEVENTH, on
the basis of information known to the Corporation, whether (i)
such other corporation, person or other entity beneficially owns
more than 5% of the outstanding shares of stock of the
Corporation, (ii) such corporation, person or entity is an
"affiliate" or "associate" (as defined above) of another, and
(iii) the memorandum of understanding, letter of intent or
agreement referred to above is substantially consistent with the
transaction covered thereby.  Any such determination shall be
conclusive and binding for all purposes of this Article SEVENTH.

               No amendment to the Articles of Incorporation of
the Corporation shall amend, alter, change or repeal any of the
provisions of this Article SEVENTH, unless the amendment
effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of the holders of at least seventy-
five percent of the outstanding shares of all classes of capital
stock of the Corporation entitled to vote thereon.

     EIGHTH:   The Corporation was incorporated on April 10, 1947
under the provisions of the Act of the General Assembly, P.L.
364, May 5, 1933.