Exhibit 3.1(f)



                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           FULTON INTERNATIONAL, INC.

         FIRST: The name of the corporation is Fulton International, Inc.

         SECOND: The registered office of the corporation in the State of
Delaware is located at 300 Delaware Avenue, Suite 317, Wilmington, County of New
Castle 19899. The registered agent of the corporation at that address is the
corporation itself.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The corporation shall have the authority to issue three
thousand (3,000) shares of common stock, $0.01 par value per share.

         FIFTH: The corporation shall indemnify directors and officers of the
corporation to the fullest extent permitted by law.

         SIXTH: The directors of the corporation shall incur no personal
liability to the corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director; provided, however, that the directors of
the corporation shall continue to be subject to liability (i) for any breach of
their 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the directors derived
an improper personal benefit. In discharging the duties of their respective
positions, the board of directors, committees of the board, individual directors
and individual officers may, in considering the best interest of the
corporation, consider the effects of any action upon employees, suppliers and
customers of the corporation, communities in which officers or other
establishments of the corporation are located, and all other pertinent factors.
In addition, the personal liability of directors shall further be limited or
eliminated to the fullest extent permitted by any future amendments to Delaware
law.

         SEVENTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, the number of members of
which shall be set forth in the bylaws of the corporation. The directors need
not be elected by ballot unless required by the bylaws of the corporation.

         EIGHTH: Meetings of the stockholders will be held within the State of
Delaware. The books of the corporation will be kept (subject to the provisions
contained in the General Corporation Law) in 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 bylaws of the corporation.




         NINTH: In furtherance and not in limitation of the object, purposes and
powers prescribed herein and conferred by the laws of the State of Delaware, the
board of directors is expressly authorized to make, amend and repeal the bylaws.

         TENTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereinafter prescribed in the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.










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