Exhibit 3.5

UNITED STATES OF AMERICA

[SEAL]

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES

Lansing, Michigan

This is to Certify that the Annexed copy has been compared by me with the record
on file in this Department and that the same is a true copy thereof.

In testimony whereof, I have hereunto set my hand
and affixed the Seal of the Department, in the City
of Lansing, this 16th day of April, 1999.

/s/ Julie Croll , Director
--------------------

172 0423291 Corporation, Securities and Land Development
Bureau

GOLD SEAL APPEARS ONLY ON ORIGINAL

(Profit Domestic Corporation)

ARTICLES OF INCORPORATION

These Articles of Incorporation are signed by the incorporator(s) for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended, as follows:

ARTICLE I.

The name of the corporation is G E L, Inc.

ARTICLE II.

The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan. To take raw
materials and fabricate into semi-finished and finished products through use
of machining operations, stamping, grinding and assembly; to design, build,
manufacture, sell and re-sell all types of products; to acquire, buy, sell,
lease, mortgage and hold any real estate.

ARTICLE III.

The total authorized capital stock is:

{Preferred shs.______ Par value $________}
(1) { } per share
{Common shs. 50,000 Par value $1.00 }

{Preferred _____}
and/or shs. of (2) { } no par value. (See part 3 of instructions)
{Common_________}

(3) A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: All one class, fully
paid and non-assessable. At all elections of Directors of such corporation,
each shareholder shall be entitled to as many votes as shall equal the number of
his shares multiplied by the number of Directors to be elected, and that he may
cast all of such votes for a single Director or may distribute them among the
number to be voted for or any two or more of them as he may see fit. Fifty per
cent (50%) of the number of shares having voting power, the holders of which
shall be present or represented by Proxy at any meeting, shall constitute a
quorum for and votes necessary for the transaction of any business.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE IV.

The address of the initial registered office is:

12249 Lovan Rd. Livonia, Michigan 48150
-------------------------------------- ----------
(No. and Street) (Town or City) (ZIP Code)

The mailing address of the initial registered office is (need not be
completed unless different from the above address):

_______________________________________, Michigan________________
(No. and Street) (Town or City) (ZIP Code)

The name of the initial resident agent at the registered office is:

JOHN M. COPE
----------------

ARTICLE V.

The name(s) and address(es) of the incorporator(s) are as follows:

NAME RESIDENCE OR BUSINESS ADDRESS
---- -----------------------------

JOHN M. COPE 18715 Innsbrook, Apt. #1
Northville, Michigan 48167

RICHARD BUGOLA 15270 Carol Street
Livonia, Michigan 48150

NICHOLAS DOPULOS 1048 Stafford Place
Detroit, Michigan 48207

ARTICLE VI.

OPTIONAL (Delete Article VI if not applicable.)

When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any
class of them or between this corporation and its shareholders or any class
of them, a court of equity jurisdiction within the state, on application of
this corporation or of a creditor or shareholder thereof, or on application
of a receiver appointed for the corporation, may order a meeting of the
creditors or class of creditors or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as the court directs. If a
majority in number representing 3/4 in value of the creditors or class of
creditors, or of the shareholders or class of shareholders to be affected by
the proposed compromise or arrangement or a reorganization, agree to a
compromise or arrangement or a reorganization of this corporation as a
consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application
has been made, shall be binding on all the creditors or class of creditors,
or on all the shareholders or class of shareholders and also on this
corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII.

(Here insert any desired additional provisions authorized by the Act)

(We), the incorporator(s), sign (our) name(s) this 8th day of Aug. 1976

/s/ John M. Cope
---------------------------------
John M. Cope - President

/s/ Richard Bugola
----------------------------------
Richard Bugola - Vice Pres.

/s/ Nicholas Dopulos
----------------------------------
Nicholas Dopulos - Sec - Treas.

(See Instructions on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

(Please do not write in spaces below - for Department use)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received

Aug. 13, 1976 FILED
Michigan Department of Commerce

AUG 16 1976

/s/ [Illegible]

INFORMATION AND INSTRUCTIONS
Articles of Incorporation - Profit Domestic Corporations

1. Article I - The corporate name of a domestic profit corporation is required
to contain one of the following words or abbreviations: "Corporation",
"Company", "Incorporated", "Limited", "Corp.", "Co.", "Inc." or "Ltd."

2. Article II may state, in general terms, the character of the particular
business to be carried on. Under Section 202(b) of the law, it is a
sufficient compliance to state substantially, ALONE OR WITH SPECIFICALLY
ENUMERATED PURPOSES, that the corporation may engage in any activity within
the purpose for which corporations may be organized under the Business
Corporation Act. The law requires, however, that educational corporations
must state their specific purposes.

3. Article III - The law requires the incorporators of a domestic corporation
having SHARES WITHOUT PAR VALUE to submit IN WRITING the amount of
consideration proposed to be received FOR EACH SHARE which shall be
allocated to stated capital.

4. Article V - The law requires one or more incorporators.
The addresses should include a street number and name (or other
designation), in addition to the name of the city and state.

5. The duration of the corporation should be stated in the Articles ONLY IF
THE DURATION IS NOT PERPETUAL.

6. The Articles must be signed in ink by each incorporator. The names of the
incorporators as set out in Article V should correspond with the
signatures.

7. One original copy of the Articles is required. A true copy will be
prepared by the Corporation and Securities Bureau and returned to the
person submitting the Articles for filing.

8. An effective date, not later than 90 days subsequent to the date of filing,
may be stated in the Articles of Incorporation.

9. FEES: Filing Fee................................................$10.00
Franchise Fee - [Illegible] on each dollar of authorized capital
stock, with a minimum franchise fee of...............$25.00
(Make fee payable to State of Michigan)

10. Mail Articles of Incorporation and fees to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904

GOLD SEAL APPEARS ONLY ON ORIGINAL

(PLEASE DO NOT WRITE IN SPACES BELOW - FOR DEPARTMENT USE)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

DATE RECEIVED
JUL 14 1980

FILED

MICHIGAN DEPARTMENT OF COMMERCE

JUL 22 1980

/s/ [Illegible]
-----------------------
DIRECTOR

CORPORATION NUMBER 147-503

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

(For Use by Domestic and Foreign Corporations)

(See Instructions on Reverse Side)

This certificate is executed in accordance with the provisions of Section
242 of Act 284, Public Acts of 1972, as amended, as follows:

1. The name of the corporation is GEL, Inc.

2. The address of its registered office is: (See Part 1 of instructions on
reverse side)

12249 Levan Rd., Livonia, Michigan 48150
--------------------------------------, ----------
(No. and Street) (Town or City) (ZIP Code)

The mailing address of its registered office is: (Need not be completed
unless different from the above address, see Part 2 of instructions)

Michigan
-------------------------------------------------, --------------
(No. and Street or P.O. Box) (Town or City) (ZIP Code)

3. (The following is to be completed if the address of the registered office
is changed.)
The address of the registered office is changed to: (See Part 2 of
instructions)

32985 Schoolcraft Livonia Michigan 48150
--------------------------------------, ----------
(No. and Street) (Town or City) (ZIP Code)

The mailing address of the registered office is changed to: (Need not be
completed unless different from the above address, see Part 2 of
instructions)

Michigan
-------------------------------------------------, --------------
(No. and Street or P.O. Box) (Town or City) (ZIP Code)

4. The name of the resident agent is /s/ John M. Cope (John M. Cope)
--------------------------------------
(See Part 3 of instructions)

5. (The following is to be completed if the resident agent is changed.)
The name of the successor resident agent is
-----------------------------

6. The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed,
are identical.

7. The changes designated above were authorized by resolution duly adopted by
its board of directors or trustees.

Signed this 11 day of July, 1980

MAKE REMITTANCE PAYABLE TO: BY /s/ John M. Cope
"STATE OF MICHIGAN" --------------------------------------
FILING FEE: $5.00 (Signature of President, Vice-President,
Secretary, Assistant Secretary, Chairperson or
Vice-Chairperson)

John M. Cope President
-------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) DATE RECEIVED

APR 30 1985

FILED

MAY 10 1985

Administrator
MICHIGAN DEPT. OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

FOR USE BY DOMESTIC CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on last page)

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, AS AMENDED
(PROFIT CORPORATIONS), OR ACT 162, PUBLIC ACTS OF 1982 (NONPROFIT
CORPORATIONS), THE UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING CERTIFICATE:

1. The present name of the corporation is: GEL, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
147-503

3. The location of its registered office is:

32985 Schoolcraft Livonia Michigan 48150
--------------------------------------, ----------
(Street Address) (City) (ZIP Code)

4. Article III of the Articles of Incorporation is hereby amended to read as
follows:

The total authorized stock is:

Common Shares 5,000,000 Par Value Per Share $.01
--------- -----

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the _____ day of _______________, 19_____, in accordance
with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the board of directors or
trustees.

Signed this ________day of _______________________, 19_____

________________________________ ________________________________

________________________________ ________________________________
(Signatures of ALL incorporators; type or print name under each
signature)

b. /X/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 18th day of April, 1985. The amendment: (check one of
the following)

/ / was duly adopted in accordance with Section 611(2) of the Act
by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.

/ / was duly adopted by the written consent of ALL the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.

/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407(1) and (2) of the Act.
Written notice to shareholders or members who have not consented
in writing has been given. (Note: Written consent by less than
all of the shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)

/X/ was duly adopted by the written consent of ALL the shareholders
or members entitled to vote in accordance with Section 407(3)
of the Act.

Signed this 18th day of April, 1985

By /s/ John M. Cope
------------------------------------
(Signature)
JOHN M. COPE, President
------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME Name of person or organization
AND MAILING ADDRESS INDICATED IN remitting fees:
THE BOX BELOW. Include name,
street and number (or P.O. box),
city, state and ZIP code. Bassey and Selesko P.C.
-----------------------

-----------------------

Mrs. Sandra L. Polny, Legal Assistant Preparer's name and business
BASSEY AND SELESKO P.C. telephone number:
1400 American Center
27777 Franklin Road Sandra L. Polny
Southfield, Michigan 48034-2379 ----------------------------
(313) 355-5000
----------------------------

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended, and Act 162, P.A. of 1982. The amendment cannot be filed until
this form, or a comparable document, is submitted.

2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. A nonprofit corporation is one
incorporated to carry out any lawful purpose or purposes not involving
pecuniary profit or gain for its directors, officers, shareholders, or
members. A nonprofit corporation organized on a nonstock directorship
basis, as authorized by Section 302 of the Act, may or may not have
members, but if it has members, the members are not entitled to vote.

4. Item 2--Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 4--The entire article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.

6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.

7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of the
incorporators. If the amendment is otherwise adopted, item 5(b) must be
completed and signed in ink by the president, vice-president, chairperson,
or vice-chairperson of the corporation.

8. FEES: Filing fee (Make remittance payable to State of Michigan)....$10.00
Franchise fee for profit corporations (payable only if
authorized capital stock has increased) -- 1/2 mill (.0005)
on each dollar of increase over highest previous authorized
capital stock.

9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)
DATE RECEIVED
JUL 30 1985

FILED

AUG 08 1985

Administrator
MICHIGAN DEPT. OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF CHANGE OF REGISTERED OFFICE
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on reverse side)

1. The name of the corporation is: GEL, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
147-503

3. a. The address of the registered office as currently on file with the
Bureau is:

32985 Schoolcraft, Livonia Michigan 48150
--------------------------------------, ----------
(Street Address) (City) (ZIP Code)

b. The mailing address of the registered office if different than above
is:

Michigan
-----------------------------------, ----------
(P.O. Box) (City) (ZIP Code)

c. The name of the resident agent as currently on file with the Bureau
is:

JOHN M. COPE

4. (Complete if the address of the registered office is changed)
The address of the registered office is changed to:

34000 Autry, Livonia Michigan 48150-1323
--------------------------------------, ----------
(Street Address) (City) (ZIP Code)

The mailing address of the registered office if different than above is:

Michigan
--------------------------------------, ----------
(P.O. Box) (City) (ZIP Code)

5. (Complete if the resident agent is changed)
The name of the successor resident agent is:

6. The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed,
are identical.

7. The above changes were authorized by resolution duly adopted by its board
of directors or trustees.

Signed this 10th day of July, 1985

By /s/ Dennis M. Dresser
-------------------------------------------
(Signature)

DENNIS M. DRESSER, President
-------------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received (FOR BUREAU USE ONLY)
DEC 22, 1998 This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.

ADJUSTED PURSUANT TO FILED
TELEPHONE AUTHORIZATION
/s/ M. Aretakis DEC 22 1998

Name EFFECTIVE DATE: DECEMBER 30, 1998

Maria T. Aretakis
- ------------------------------------ EXPIRATION DATE: DECEMBER 31, 2003
Address

525 N. Woodward, Suite 2000
- ------------------------------------
City State Zip Code

Bloomfield Hills, MI 48304-2970
- ------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME
AND ADDRESS YOU ENTER ABOVE.
IF LEFT BLANK DOCUMENT WILL BE MAILED
TO THE REGISTERED OFFICE.

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND
LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972 (PROFIT
CORPORATIONS), ACT 162, PUBLIC ACTS OF 1982 (NONPROFIT CORPORATIONS), ACT
213, PUBLIC ACTS OF 1982 (LIMITED PARTNERSHIPS), OR ACT 23, PUBLIC ACTS OF
1993 (LIMITED LIABILITY COMPANIES), THE CORPORATION, LIMITED PARTNERSHIP, OR
LIMITED LIABILITY COMPANY IN ITEM ONE EXECUTES THE FOLLOWING CERTIFICATE:

1. The name of the corporation, limited partnership, or limited liability
company is:

Dura Automotive Systems, Inc. Column Shifter Operations

2. The identification number assigned by the Bureau is: 147-503

3. The assumed name under which business is to be transacted is:

Dura Automotive Systems, Inc.

4. This document is hereby signed as required by the Act.

The effective date of this Certificate of Assumed Name shall be December 30,
1998.

COMPLETE ITEM 5 ON LAST PAGE IF THE NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of December, 1998

By /s/ Stephen Graham
- -------------------------------------------------------------
(Signature)

Stephen Graham Authorized Officer
- -------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

- -------------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General Partner
if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. If the same name is assumed by two or more corporations, limited
partnerships, or limited liability companies, or any combination thereof,
each participant corporation, limited partnership, or limited liability
company shall file a separate certificate. Each assumed name certificate
shall reflect the correct true name or qualifying assumed name of the other
corporations, limited partnerships, or limited liability companies which
are simultaneously adopting the same assumed name.

An entity that already has the assumed name shall simultaneously file a
CERTIFICATE OF TERMINATION OF ASSUMED NAME and a new CERTIFICATE OF ASSUMED
NAME.

Listed below in alphabetical order are the participating corporations
and/or limited partnerships and/or limited liability companies and their
identification numbers.

1. Dura Operating Corp. 640-292
- -------------------------------------------------------- -------------
2.
- -------------------------------------------------------- -------------
3.
- -------------------------------------------------------- -------------
4.
- -------------------------------------------------------- -------------
5.
- -------------------------------------------------------- -------------
6.
- -------------------------------------------------------- -------------
7.
- -------------------------------------------------------- -------------
8.
- -------------------------------------------------------- -------------
9.
- -------------------------------------------------------- -------------
10.
- -------------------------------------------------------- -------------
11.
- -------------------------------------------------------- -------------
12.
- -------------------------------------------------------- -------------
13.
- -------------------------------------------------------- -------------
14.
- -------------------------------------------------------- -------------
15.
- -------------------------------------------------------- -------------

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received (FOR BUREAU USE ONLY)
DEC 22 1998 This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.

ADJUSTED PURSUANT TO FILED
TELEPHONE AUTHORIZATION DEC 22 1998
/s/ M. Aretakis

Name EFFECTIVE DATE: December 30, 1998

Maria T. Aretakis
- ------------------------------------
Address

525 N. Woodward, Suite 2000
- ------------------------------------
City State Zip Code

CERTIFICATE OF MERGER
FOR USE BY PARENT AND SUBSIDIARY PROFIT CORPORATIONS
(Please read information and instructions on the last page)

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, THE
UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING CERTIFICATE:

1. a. The name of each constituent corporation and its identification number
is:

Dura Shift Systems, Inc.
------------

Dura Automotive Systems, Inc. Column Shifter Operations 147-503
------------

b. The name of the surviving corporation and its identification number
is:

Dura Automotive Systems, Inc. Column Shifter Operations 147-503
------------

c. For each subsidiary corporation, state:

Number of outstanding Number of shares owned by the
Name of corporation shares in each class parent corporation in each class

Dura Shift Systems, Inc. 1,000 1,000

GOLD SEAL APPEARS ONLY ON ORIGINAL

d. The manner and basis of converting the shares of each constituent
corporation is as follows:

See Exhibit A attached hereto.

e. The amendments to the Articles or a Restatement of the Articles of
Incorporation of the surviving corporation to be effected by the
merger are as follows:

Not Applicable.

f. Other provisions with respect to the merger are as follows:

See Exhibit A attached hereto.

GOLD SEAL APPEARS ONLY ON ORIGINAL

2. The merger is permitted by the state or country under whose law it is
incorporated and each foreign corporation has complied with that law in
effecting the merger.

3. (Delete if not applicable)
DELETED

4. (Delete if not applicable)
DELETED

5. (Complete only if an effective date is desired other than the date of
filing)

The merger shall be effective on the 30th day of December, 1998.

Signed this 17th day of December, 1998

Dura Automotive Systems, Inc. Column Shifter Operations
-------------------------------------------------------------
(Name of Parent Corporation)

By /s/ Karl Storrie
----------------------------------------------------------
(Signature of an authorized officer or agent)

Karl Storrie
----------------------------------------------------------
(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT A

PLAN OF MERGER

PLAN OF MERGER dated as of the 17th day of December, 1998 of Dura Shift
Systems, Inc., a Delaware corporation ("Subsidiary") with and into Dura
Automotive Systems, Inc. Column Shifter Operations, a Michigan corporation
("Parent"). Subsidiary and Parent are hereinafter sometimes called the
"Constituent Corporations" and Parent is hereinafter sometimes called the
"Surviving Corporation".

Parent is a corporation duly organized and existing under the laws of the
State of Michigan, having an authorized capital stock consisting of 5,000,000
shares of Common Stock, $0.01 par value ("Parent Common Stock"). As of the date
hereof, 1,000,000 shares of Parent Common Stock were issued and outstanding.

Subsidiary is a corporation duly organized and existing under the laws of
the State of Delaware having an authorized capital stock consisting of 1,000
shares of Common Stock, $1.00 par value ("Subsidiary Common Stock"). As of the
date hereof, 1,000 shares of Subsidiary Common Stock were issued and
outstanding.

Parent owns all of the outstanding shares of Subsidiary Common Stock.

The directors of Parent deem it advisable for the welfare and best
interests of the Constituent Corporations and for the best interest of the
respective shareholders of said corporations that Subsidiary be merged with and
into Parent on the terms and conditions hereinafter set forth in accordance with
the provisions of Sections 711 and 735 of the Michigan Business Corporation Act
(the "Michigan Act") and Section 253 of the General Corporation Law of the State
of Delaware (the "Delaware Act") which permit such merger (the "Merger").

ARTICLE I.

The Merger

Section 1.1 MERGER OF SUBSIDIARY INTO PARENT. At the Effective Time of
the Merger (as defined in Section 1.2 hereof), Subsidiary shall be merged with
and into Parent. The separate existence of Subsidiary shall thereupon cease,
and Parent shall continue its corporate existence as the Surviving Corporation
under the laws of the State of Michigan under the name of Dura Automotive
Systems, Inc. Column Shifter Operations.

Section 1.2 EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective upon the later of the filing of a Certificate of Merger with the
Department of Commerce, Corporation and Securities Division of the State of
Michigan in accordance with the

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Act and December 30, 1998. The date and time of such effectiveness are
referred to herein as the "Effective Time of the Merger."

Section 1.3 EFFECTS OF THE MERGER. At the Effective Time of the Merger:

(i) the separate existence of Subsidiary shall cease and
Subsidiary shall be merged with and into Parent, which shall be the Surviving
Corporation;

(ii) the Articles of Incorporation of Parent as in effect
immediately prior to the Effective Time of the Merger shall continue in full
force and effect as the Articles of Incorporation of the Surviving Corporation
until they shall thereafter be amended in accordance with its terms and as
provided by law;

(iii) the By-Laws of Parent as in effect immediately prior to the
Effective Time of the Merger shall continue in full force and effect and be the
By-Laws of the Surviving Corporation until they shall thereafter be amended in
accordance with their terms and as provided by law;

(iv) the directors of Parent in office at the Effective Time of the
Merger shall be the directors of the Surviving Corporation, each of such
directors to hold office, subject to the applicable provisions of the By-Laws of
the Surviving Corporation and the Michigan Act, until his or her successor shall
be elected and shall duly qualify;

(v) the officers of Parent in office at the Effective Time of the
Merger shall be the officers of the Surviving Corporation, each of such officers
to hold office, subject to the applicable provisions of the By-Laws of the
Surviving Corporation and the Michigan Act, at the pleasure of the Board of
Directors and until his or her successor is appointed or elected and shall duly
qualify;

(vi) the Surviving Corporation shall possess all the rights,
privileges, immunities, and franchises, of a public as well as of a private
nature, of each of the Constituent Corporations; and all property, real,
personal, and mixed, and all debts due on whatever account, and all other choses
in action, and all and every other interest, of or belonging to or due to each
of the Constituent Corporations, shall be taken and deemed to be transferred to
and vested in the Surviving Corporation without further act or deed; and

(vii) the Surviving Corporation shall thenceforth be responsible and
liable for all liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding pending by or
against either of the Constituent Corporations may be prosecuted as if such
Merger had not taken place or the Surviving Corporation may be substituted in
its place. Neither the rights of creditors nor liens upon the property of
either of the Constituent Corporations shall be impaired by the Merger.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE II

Effect of Merger on Common Stock
of the Constituent Corporations

Section 2.1 SUBSIDIARY COMMON STOCK. At the Effective Time of the
Merger each share of Subsidiary Common Stock, all of which are owned by Parent,
shall be cancelled and no consideration shall be issuable with respect thereto.

Section 2.2 PARENT COMMON STOCK. At the Effective Time of the Merger
each share of Parent Common Stock which is issued and outstanding immediately
prior to the Effective Time of the Merger shall continue to be outstanding
without any change therein.

ARTICLE III.

General

Section 3.1 TERMINATION. This Plan of Merger and the transactions
contemplated hereby may be terminated at any time by the Board of Directors of
Parent before the Effective Time of the Merger.

Section 3.2 GOVERNING LAW. This Plan of Merger shall be governed by and
construed in accordance with the laws of the State of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND
MAILING ADDRESS INDICATED IN THE BOX Name of person or organization
BELOW. Include name, street and number remitting fees:
(or P.O. box), city, state and ZIP code. BASSEY AND SELESKO P.C.
-----------------------

Rita E. Lowenstein Preparer's name and business
BASSEY AND SELESKO P.C. telephone number:
27777 Franklin Road, Suite 1400
Southfield, Michigan 48034 Ronald D. Bassey
----------------------------
(313) 355-5000
----------------------------

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended, and Act 162, P.A. of 1982. The certificate of change of
registered office and/or change of resident agent cannot be filed until
this form, or a comparable document, is submitted.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

3. This document is to be used pursuant to section 242 of the Act by domestic
and foreign, profit and nonprofit, corporations for the purpose of changing
their registered office or resident agent, or both.

4. Item 2--Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 3--The address of the registered office and the name of the resident
agent must be the same as are designated in the articles of incorporation
or subsequent change filed with the Bureau.

6. Item 4--A post office box may not be designated as the address of the
registered office. The mailing address may differ from the address of the
registered office only if a post office box address in the same city as the
registered office is designated as the mailing address.

7. This certificate must be signed in ink by the president, vice-president,
chairperson, vice-chairperson, secretary or assistant secretary of the
corporation.

8. FEES: Filing fee (Make remittance payable to State of
Michigan)........................................................$ 5.00

9. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) Date Received

FILED FEB 26 1988

MAR 02 1988

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read instructions and Paperwork Reduction Act notice on last page)

1. The present name of the corporation is: G E L, Inc.

2. The corporation identification number (CID) assigned by the Bureau is:
147-503

3. The location of its registered office is:

34000 Autry Livonia, Michigan 48150-1323
-------------------------------------- ----------
(Street Address) (City) (ZIP Code)

4. A new Article VII of the Articles of Incorporation is hereby added to read
as follows:

Director Liability
See Attachment A

GOLD SEAL APPEARS ONLY ON ORIGINAL

Attachment A Certificate Of Amendment To The Articles Of Incorporation
CID#147-503
ARTICLE VII

LIABILITY OF DIRECTORS

A director shall not be personally liable to the corporation or its
shareholders for monetary damages for a breach of the director's fiduciary duty.
This provision, however, does not eliminate or limit the liability of a director
for any of the following:

(I) A breach of the director's duty or loyalty to the corporation or
its shareholders,

(II) Acts or omissions not in good faith or acts or omissions that
involve intentional misconduct or a knowing violation of law,

(III) A violation of Section 551(i) of the Michigan Business Corporation
Act.

(IV) A transaction from which the director derived an improper personal
benefit,

(V) An act or omission occurring before the filing date of this Article
with the Michigan Corporation and Securities Bureau,

If, after the adoption of this Article by the corporation, the Michigan
Business Corporation Act is amended to further limit or eliminate the liability
of a director, then a director shall not be liable to the corporation or its
shareholders to the fullest extent of the Michigan Business Corporation Act, as
amended.

Any repeal or modification of this Article by the shareholders 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.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the _____ day of _______________, 19_____, in accordance with
the provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.

Signed this ________day of _______________________, 19_____

---------------------------- ----------------------------

---------------------------- ----------------------------
(Signatures of ALL incorporators; type or print name under each signature)

b. /X/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 24th day of February, 1988. The amendment: (check one
of the following)

/ / was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the vote
of the directors if a nonprofit corporation organized on a nonstock
directorship basis. The necessary votes were cast in favor of the
amendment.

/ / was duly adopted by the written consent of ALL the directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.

/ / was duly adopted by the written consent of the shareholders or members
having not less than the minimum number of votes required by statute
in accordance with Section 407(1) and (2) of the Act. Written notice
to shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
Incorporation.)

/X/ was duly adopted by the written consent of ALL the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act.

Signed this 24th day of February, 1988

By /s/ John M. Cope
------------------------------------
(Signature)

John M. Cope, Chairman
------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND
MAILING ADDRESS INDICATED IN THE BOX BELOW. Name of person or organization
Include name, street and number (or P.O. remitting fees:
box), city, state and ZIP code.
Bassey and Selesko P.C.
------------------------------

Rita E. Lowenstein, Legal Assistant Preparer's name and business
Bassey and Selesko P.C. telephone number:
27777 Franklin Road, Suite 1400
Southfield, Michigan 48034 George A. Contis
----------------------------
(313) 355-5000
----------------------------

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended, and Act 162, P.A. of 1982. The amendment cannot be filed until
this form, or a comparable document, is submitted.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

4. Item 2--Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 4--The entire article being amended must be set forth in its
entirety. However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.

6. This document is effective on the date approved and filed by the Bureau.
A later effective date, no more than 90 days after the date of delivery,
may be stated.

8. FEES: Filing fee (Make remittance payable to State of Michigan).....$10.00

Franchise fee for profit corporations (payable only if authorized
capital stock has increased)-- 1 1/2 mill (.0005) on each dollar of
increase over highest previous authorized capital stock.

9. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 373-0493

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)
Date Received
JAN 21 1992

FILED

JAN 23 1992

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF CHANGE OF RESIDENT AGENT

FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS

(Please read information and instructions on reverse side)

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, (PROFIT
CORPORATIONS), OR ACT 162, PUBLIC ACTS OF 1982 (NONPROFIT CORPORATIONS), THE
UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING CERTIFICATE:

1. The name of the corporation is: G E L, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
147-503

3. a. The address of the registered office as currently on file with the
Bureau is:

34000 Autry, Livonia , Michigan 48150-1323
------------------------------------------------- ------------
(Street Address) (City) (ZIP Code)

b. The mailing address of the above registered office, if different, is:

, Michigan
------------------------------------------------- --------------
(P.O. Box) (City) (ZIP Code)

c. The name of the resident agent as currently on file with the Bureau
is: JOHN M. COPE

COMPLETE THE APPROPRIATE ITEMS FOR ANY INFORMATION THAT HAS CHANGED

4. The address of the registered office is changed to:

, Michigan
------------------------------------------------- --------------
(Street Address) (City) (ZIP Code)

The mailing address of the above registered office, if different, is:

, Michigan
------------------------------------------------- --------------
(P.O. Box) (City) (ZIP Code)

5. The name of the successor resident agent is: DENNIS M. DRESSER

6. The corporation further states that the address of its registered office
and the address of its resident agent, as changed, are identical.

7. a. The above changes were authorized by resolution duly adopted by its
board of directors or trustees, except when this form is being filed
by the resident agent of a profit corporation to change the address of
the registered office.

b. A copy of this statement has been mailed to the corporation.

Signed this 15th day of January, 1992

By /s/ Dennis M. Dresser
----------------------------------------------
(Signatue)

DENNIS M. DRESSER, President
----------------------------------------------
(Type of Print Name) (Type of Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Ronald D. Bassey, Esq. Preparer's name and business
Bassey and Selesko P.C. telephone number:
27777 Franklin Road, Suite 1400
Southfield, Michigan 48034 Ronald D. Bassey
----------------------------
(313) 355-5000
----------------------------

INFORMATION AND INSTRUCTIONS

1. The certificate of change of registered office and/or change of resident
agent cannot be filed until this form, or a comparable document, is
submitted.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

3. This document is to be used pursuant to section 242 of the Act by domestic
and foreign corporations for the purpose of changing their registered
office or resident agent, or both.

4. Item 2--Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 3--The address of the registered office and the name of the resident
agent must be the same as are designated in the articles of incorporation
or subsequent change filed with the Bureau.

6. Item 4--A post office box may not be designated as the address of the
registered office. The resident agent can change the registered office by
filing this form only if this is a PROFIT corporation.

7. This certificate must be signed in ink by the president, vice-president,
chairperson, vice-chairperson, secretary or assistant secretary of the
corporation. (Profit corporations only): If only the registered office
address is changed, it may be signed by the resident agent without
addressing Item 5 or Item 7(a).

8. FEES: (Make remittance payable to State of Michigan. Include corporation
name and CID number on check or money order).........................$ 5.00

9. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, Michigan 48909
Telephone: (517) 334-6302

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

DATE RECEIVED ADJUSTED PURSUANT TO (FOR BUREAU USE ONLY)
NOV 01 1996 TELEPHONE AUTHORIZATION
From Mr. Coon FILED

NOV 1 1996

Name
William G. Coon, Esq. Administrator
Dean & Fulkerson, P.C. MI DEPARTMENT OF CONSUMER &
Address INDUSTRY SERVICES CORPORATION,
801 W. Big Beaver Rd., 5th Floor SECURITIES & LAND DEVELOPMENT
City State Zip BUREAU
Troy MI 48084

EFFECTIVE DATE:

Document will be returned to the name and address you enter above

CERTIFICATE OF MERGER

(PLEASE READ INFORMATION AND INSTRUCTIONS ON LAST PAGE)
PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, THE UNDERSIGNED
CORPORATIONS EXECUTE THE FOLLOWING CERTIFICATE:

1. The Plan and Agreement of Merger is as follows:

a. The name of each constituent corporation and its corporation
identification number is:

WLP Acquisition Company CID #377-268
G E L, INC. CID #147-503

b. The name of the surviving corporation and its corporation
identification number is:

G E L, INC. CID #147-503

c. For each constituent corporation of the merger:

Designation and
number of outstanding Class or series
shares in each class of shares
Name of Corporation or series entitled to vote
------------------- --------------------- ----------------

WLP Acquisition Company 50,000 Shares Voting
G E L, INC. 393,600 Shares Voting

The number of shares will not change prior to the effective date of the
merger.

GOLD SEAL APPEARS ONLY ON ORIGINAL

d. The terms and conditions of the proposed merger, including the manner
and basis of converting the shares of, or membership or other interest
in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving
corporation, or into cash or other consideration, are as follows:

(i) Each share of common stock of the constituent corporations
which shall be outstanding on the effective date of this merger, and
all rights in respect thereof shall forthwith be changed and converted
into shares of common stock of the surviving corporation as set forth
below:

WLP ACQUISITION COMPANY
Each share of WLP Acquisition Company shall be converted into 10
shares of the surviving corporation.

GEL, INC.
Each share of GEL, Inc. shall be converted into 1.270325203 shares of
the surviving corporation. The shares of GEL, Inc. which are owned by
WLP Acquisition Company and, therefore, owned indirectly by the
shareholders of WLP Acquisition Company, shall be deemed divided among
such shareholders in proportion to their respective ownership
interests in WLP Acquisition Company and converted to shares of the
surviving corporation as if directly owned by such shareholders.

(ii) After the effective date of this merger, each holder of an
outstanding certificate representing shares of common stock of a
constituent corporation shall surrender the same to the surviving
corporation and each such holder shall be entitled upon such surrender
to receive the number of shares of common stock of the surviving
corporation on the basis provided herein. Until so surrendered the
outstanding shares of the stock of a constituent corporation to be
converted into the stock of the surviving corporation as provided
herein, may be treated by the surviving corporation for all corporate
purposes as evidencing the ownership of shares of the surviving
corporation as though said surrender and exchange has taken place.

e. Other provisions with respect to the merger are as follows:

(i) The bylaws of the surviving corporation as they shall exist on
the effective date of this merger shall be and remain the bylaws of
the surviving corporation until the same shall be altered, amended and
repealed as therein provided.

(ii) The directors of the surviving corporation shall continue in
office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.

(iii) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations
and other assets of every kind and description of the merged
corporations shall be transferred to, vested in and devolve upon the
surviving corporation without further act or deed and all property,
rights, and every other interest of the surviving corporation and the
merged corporations shall be as effectively the property of the
surviving corporation as they were of the surviving corporation or by
its successors or assigns, to execute and deliver or cause to be
executed and delivered all such deeds and instruments and to take or
cause to be taken such further or other action as the surviving
corporation may deem necessary or desirable in order to vest in and
confirm to the surviving corporation title to and possession of any
property of the merged corporations acquired or to be acquired by
reason of or as a result of the merger herein provided for and
otherwise to carry out the interest and purposes hereof and the proper
officers and directors of the merged corporations and the proper
officers and directors of the surviving corporation are fully
authorized in the name of the merged corporations or otherwise to take
any and all such action.

2. The merger shall be effective on the filing date of this
certificate.

3. a. The Plan and Agreement of Merger was adopted by the Board of
Directors of each of the following constituent corporations:

WLP Acquisition Company
GEL, Inc.

b. The Plan and Agreement of Merger was approved by the shareholders
of the constituent corporations, in accordance with Section
703(a) of the Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL

4. a. The executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation, 801 W.
Big Beaver Road, Suite 500, Troy, Michigan 48084.

b. A copy of the Plan and Agreement of Merger will be furnished on
request and without cost to any shareholder of any constituent
corporation.

Signed this 1st day of November, 1996

WLP ACQUISITION COMPANY

By: /s/ O. B. Marx III
---------------------------------
O. B. Marx III
Title: President & CEO

Signed this 1st day of November, 1996

GEL, INC.

By: /s/ O. B. Marx III
---------------------------------
O. B. Marx III
Title: Chairman

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

DATE RECEIVED (FOR BUREAU USE ONLY)
DEC 17 1996 FILED
DEC 18, 1996
Name Administrator
James P. Dean MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Address
801 W. Big Beaver Road, CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
5th Floor
City State Zip EFFECTIVE DATE:
Troy, MI 48084

DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972 (PROFIT
CORPORATIONS), OR ACT 162, PUBLIC ACTS OF 1982 (NONPROFIT CORPORATIONS), THE
UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING CERTIFICATE:

1. The present name of the corporation is: GEL, INC.

2. The identification number assigned by the Bureau is: 147-503

3. The location of its registered office is:

34000 AUTRY, LIVONIA, MICHIGAN 48150
(Street Address) (City) (ZIP Code)

4. Article 1 of the Articles of Incorporation is hereby amended to read as
follows:

The name of the Corporation is: GT AUTOMOTIVE SYSTEMS, INC.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

a. / / The foregoing amendment to the Articles of Incorporation were duly
adopted on the _____ day of _______________, 19_____, in accordance
with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors or
Trustees.

Signed this ________day of _______________________, 19_____.

_____________________________ ______________________________
(Signature) (Signature)

_____________________________ ______________________________
(Type or Print Name) (Type or Print Name)

_____________________________ ______________________________
(Signature) (Signature)

_____________________________ ______________________________
(Type or Print Name) (Type or Print Name)

b. /X/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 16TH day of DECEMBER, 1996. The amendment: (check one
of the following)

/ / was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the vote
of the directors if a nonprofit corporation organized on a non-stock
directorship basis. The necessary votes were cast in favor of the
amendment.

/ / was duly adopted by the written consent of all the directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a non-stock directorship basis.

/ / was duly adopted by the written consent of the shareholders or members
having not less than the minimum number of votes required by statute
in accordance with Section 407(1) and (2) of the Act if a nonprofit
corporation, and Section 407(1) of the Act if a profit corporation.
Written notice to shareholders who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders or members is permitted only if such provision appears in
the Articles of Incorporation.)

/X/ was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act
if a non-profit corporation, and Section 407(2) of the Act if a profit
corporation.

Signed this 16TH day of DECEMBER, 1996

By /s/ Paul Oster
---------------------------------------------
(Signature)

PAUL OSTER, VICE-PRESIDENT AND TREASURER
---------------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

DATE RECEIVED (FOR BUREAU USE ONLY)
May 14 1998 FILED
May 14, 1998
Name Administrator
PH. 517-663-2525 Ref#83019 MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Attn: Cheryl J. Bixby CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
MICHIGAN RUNNER SERVICE
P.O. Box 266 EFFECTIVE DATE:
Eaton Rapids, MI 48827-0266

DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

1. The present name of the corporation is:
GT Automotive Systems, Inc.

2. The identification number assigned by the Bureau is: 147-503

3. The location of its registered office is:

34000 Autry, Livonia, Michigan 48150
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the Corporation is: Dura Automotive Systems, Inc. Column
Shifter Operations.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors or trustees.)

The foregoing amendment to the Articles of Incorporation was duly adopted
on the ______ day of __________________, 19____, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors or Trustees.

Signed this ________day of_________________, 19____.

---------------------------- ----------------------------
(Signature) (Signature)

---------------------------- ----------------------------
(Type or Print Name) (Type or Print Name)

---------------------------- ----------------------------
(Signature) (Signature)

---------------------------- ----------------------------
(Type or Print Name) (Type or Print Name)

6. (For profit corporations, and for nonprofit corporations whose articles
state the corporation is organized on a stock or on a membership basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted
on the 13th day of May, 1998 by the shareholders of a profit corporation,
or by the shareholders or members of a nonprofit corporation (check one of
the following)

/ / at a meeting. The necessary votes were cast in favor of the
amendment.

/ / by written consent of the shareholders or members having not less than
the minimum number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit corporation, or
Section 407(1) of the Act if a profit corporation. Written notice to
shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
Incorporation.)

/X/ by written consent of all the shareholders or members entitled to vote
in accordance with section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 13th day of May, 1998.

By: /s/ Karl Storrie
--------------------------------------------
(Signature of President, Vice-President,
Chairperson, Vice-Chairperson)

Karl Storrie Chairperson
--------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL