EXHIBIT 3.1

  State of Delaware
     Secretary of State
  Division of Corporations
Delivered 02:29 PM 10/01/2004
  FILED 02:29 PM 10/01/2004
SRV 040712264 - 3861720 FILE

                          CERTIFICATE OF INCORPORATION
                                       OF
                            DRESSER-RAND GROUP INC.


          FIRST:    The name of the Corporation is Dresser-Rand Group Inc.
(hereinafter the "CORPORATION").

          SECOND:   The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at that address
is The Corporation Trust Company.

          THIRD:    The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

          FOURTH:   The total number of shares of stock which the Corporation
shall have authority to issue is 100 shares of Common Stock, each having a par
value of $.01.

          FIFTH:    The name and mailing address of the Sole Incorporator is as
follows:

     Name                          Address
     ----                          -------
     Deborah M. Reusch             P.O. Box 636
                                   Wilmington, Delaware 19899

          SIXTH:    The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

           (1)  The business and affairs of the Corporation shall be managed by
     or under the direction of the Board of Directors.

           (2)  The directors shall have concurrent power with the stockholders
     to make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.

           (3)  The number of directors of the Corporation shall be as from time
     to time fixed by, or in the manner provided in, the By-Laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

      (4)  No director shall be personally liable to the Corporation or any of
    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 a knowing
    violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any
    transaction from which the director derived an improper personal benefit.
    Any repeal or modification of this Article SIXTH by the stockholders of the
    Corporation shall not adversely affect any right or protection of a director
    of the Corporation existing at the time of such repeal or modification with
    respect to acts or omissions occurring prior to such repeal or modification.

      (5)  In addition to the powers and authority hereinbefore or by statute
    expressly conferred upon them, the directors are hereby empowered to
    exercise all such powers and do all such acts and things as may be exercised
    or done by the Corporation, subject, nevertheless, to the provisions of the
    GCL, this Certificate of Incorporation, and any By-Laws adopted by the
    stockholders; provided, however, that no By-Laws hereafter adopted by the
    stockholders shall invalidate any prior act of the directors which would
    have been valid if such By-Laws had not been adopted.


      SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

      EIGHT: 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.


                                       2


     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 1st day
of October, 2004.

                                        /s/ Deborah M. Reusch
                                        -------------------------
                                        Deborah M. Reusch
                                        Sole Incorporator