Exhibt 3.9


                              MPT ACQUISITION CORP.

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

      MPT Acquisition Corp., a Delaware corporation (the "Corporation"), does
hereby certify, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, that:

      FIRST: Pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware and Section 8.17 of the Corporation's By-Laws, by written
consent of the Board of Directors of the Corporation dated May 19, 1994,
resolutions were duly adopted proposing an Amendment to the Certificate of
Incorporation of the Corporation changing Article First of the Certificate of
Incorporation and submitting such proposal to the shareholders of the
Corporation, as follows:

      RESOLVED:   That it is deemed advisable and in the best interest of the
                  Corporation to amend Article First of its Certificate of
                  Incorporation to read as set forth below:

                        "FIRST: The name of the corporation is Marathon Power
                  Technologies Company."

      RESOLVED:   That the Corporation be and it hereby is authorized and
                  directed to amend its Certificate of Incorporation as set
                  forth in the foregoing resolution and that the appropriate
                  officers of the Corporation be and they hereby are authorized
                  and directed to execute and deliver any and all documents or
                  certificates deemed necessary to effectuate the proposed
                  amendment outlined above, including a Certificate of Amendment
                  to the Certificate of Incorporation for filing with the
                  Delaware Secretary of State.

      SECOND: The proposed Amendment to the Certificate of Incorporation has
been unanimously approved and adopted by the shareholders of the Corporation, by
written consent dated May 19, 1994.

      Accordingly, Article First of the Certificate of Incorporation of the
Corporation is hereby amended to read as follows:

            "FIRST: The name of the corporation is Marathon Power Technologies
      Company."



      IN WITNESS WHEREOF, MPT Acquisition Corp. has caused this Certificate of
Amendment to its Certificate of Incorporation to be executed by Keith C.
Shaughnessy, its President, and attested by Stuart I. Mathews, its Secretary,
this 19th day of May, 1994.

                                    MPT ACQUISITION CORP.


                                    By:/s/ Keith C. Shaugnessy
                                       -----------------------
                                       Keith C. Shaughnessy
                                       President

Attest:

By:/s/ Stuart I. Mathews
   ---------------------
   Stuart I. Mathews
   Secretary


                                       2