EXHIBIT 3.24

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION


Champion Aviation, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST:    That the Board of Directors of said Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of said Corporation:

     RESOLVED, that the Certificate of Incorporation of Champion Aviation, Inc.
     be amended by changing the First Article thereof so that, as amended, said
     Article shall be and read as follows:

     "The name of the Corporation is: Federal-Mogul Aviation, Inc."

SECOND:   That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

THIRD:    That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
David M. Sherbin, its Assistant Secretary, this 29th day of October, 1998.


                                       /s/ David M. Sherbin
                                       ------------------------------------
                                       By: David M. Sherbin
                                       Title: Assistant Secretary



                         CERTIFICATE OF INCORPORATION

                                      OF

                            CHAMPION AVIATION, INC.

                                   * * * * *

1.   The name of the corporation is Champion Aviation, Inc.

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 is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
authority to issue is Ten Thousand Shares (10,000); all of such shares shall be
without par value.

5.   The name and mailing address of each incorporator is as follows:



NAME                     MAILING ADDRESS
- ----                     ---------------
                      
Barbara A. Widra         600 Travis Street, Suite 5800
                         Houston, Texas  77002


     The name and mailing address of each person, who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:



NAME                     MAILING ADDRESS
- ----                     ---------------
                      
D. Bradley McWilliams    600 Travis Street, Suite 5800
                         Houston, Texas  77002

Gordon A. Ulsh           600 Travis Street, Suite 5800
                         Houston, Texas  77002

Diane K. Schumacher      600 Travis Street, Suite 5800
                         Houston, Texas  77002


6.   The corporation is to have perpetual existence.



7.   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
bylaws of the corporation.

8.   Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.

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 that the foregoing provisions shall not eliminate or
limit the liability of a director (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) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does 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 25th day of November, 1997.



                                       /s/ Barbara A. Widra
                                       ------------------------------------
                                       Barbara A. Widra