EXHIBIT 3.9


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HENRY PRATT COMPANY

     1. The name of the corporation is Henry Pratt Company.

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

     3. The nature of the business or purposes to be conducted or promoted by
the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Debenture.

     4. The total number of shares of stock which the corporation shall have
authority to issue is 1,000 shares of common stock. The par value of each of
such shares is $1.00.

     5. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-laws of the corporation.

     6. Elections of Directors need not be by written ballot unless the By-laws
of the corporation shall so provide.

     7. To the extent permitted by law, the books of the corporation may be
kept outside the State of Delaware at such place or places as may be designated
in the By-laws of the corporation or from time to time by its Board of
Directors.

     8. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on application in a summary way
of this corporation or of any creditor or stockholder thereof on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8
of the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders





of this corporation, as the case may be, to be summoned in such manner as the
court directs. If a majority in number represent three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

     9. A Director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (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 knowing
violating of the law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the Director derived an
improper personal benefit. If the General Corporation Law of Delaware is
amended after the effective date of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a Director of the corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of Delaware, as so amended.

     Any repeal or modification of the above paragraph by the stockholders of
the corporation shall not adversely affect any right or protection of a
Director of a corporation existing at the time of such repeal or modification.

     10. 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 reservation.


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