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                                                                     EXHIBIT 3.5

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                          HARTLEY CONTROLS CORPORATION


         The following Restated Articles of Incorporation, duly adopted pursuant
to the authority and provisions of Chapter 180 of the Wisconsin Statutes,
supersede and take the place of the existing articles of incorporation and all
amendments thereto:

                                    ARTICLE I
                                      NAME

         The name of the corporation is HARTLEY CONTROLS CORPORATION.

                                   ARTICLE II
                                    PURPOSES

         The purposes for which the corporation is organized are to engage in
any lawful activity within the purposes for which a corporation may be organized
under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin
Statutes.

                                   ARTICLE III
                                AUTHORIZED SHARES

         The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares, consisting of one class only, designated as
Common Stock of the par value of $100.00 per share.

         Upon the effectiveness of these Restated Articles of Incorporation, the
shares, without par va1ue, then issued and outstanding shall, without any
further action required on the part of the corporation or its sole shareholder,
be converted into an aggregate of 100 shares of the corporation's Common Stock
of the par value of $100.00 per share.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

         The number of directors sha11 be fixed by or in the manner provided in
the Bylaws.

                                    ARTICLE V
                           REGISTERED OFFICE AND AGENT

         The registered office of the corporation is located in Winnebago
County, Wisconsin, and the address of such registered off ice is 2121 Brooks
Avenue, P.O. Box 729, Neenah, Wisconsin 54957. The name of the registered agent
at such address is E.W. Aylward, Sr.

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         The undersigned officers of HARTLEY CONTROLS CORPORATION, a Wisconsin
corporation with its registered office in Winnebago County, Wisconsin, hereby
certify that the foregoing Restated Articles of Incorporation, and the amendment
of the heretofore existing articles of incorporation of the corporation
reflected therein, were consented to in writing by the sole shareholder of the
corporation, duly signed by such sole shareholder.

         The reclassification and conversion of the outstanding shares, without
par value, of the corporation effected by the amendment reflected in the
foregoing Restated Articles of Incorporation will change the stated capital of
the corporation to the aggregate par value of the 100 shares of Common Stock,
par value $100.00 per share, outstanding immediately after such
reclassification. The amount of stated capital, as so changed, will be $10,000.

         The effective time of the foregoing Restated Articles of Incorporation
shall be 12:01 a.m. on October 1, 1988.

                                    * * * * *


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