EXHIBIT 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                    NELSON STUD WELDING INTERNATIONAL, INC.

1. Name. The name of the Corporation is Nelson Stud Welding International, Inc.

2. Registered Office and Agent. The address of the Corporation's registered
office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

3. Purpose. The purposes for which the Corporation is formed are to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware and to possess and exercise all of the
powers and privileges granted by such law and any other law of Delaware.

4. Authorized Capital. The aggregate number of shares of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares, all of
which are of one class and are designated as Common Stock and each of which has
a par value of one cent ($.01).

5. Incorporator. The name and mailing address of the incorporator are Mishael M.
Azam, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania
19103-2793.

6. Bylaws. The board of directors of the Corporation is authorized to adopt,
amend or repeal the bylaws of the Corporation, except as otherwise specifically
provided therein.

7. Elections of Directors. Elections of directors need not be by written ballot
unless the bylaws of the Corporation shall so provide.

8. Right to Amend. The Corporation reserves the right to amend any provision
contained in this Certificate as the same may from time to time be in effect in
the manner now or hereafter prescribed by law, and all rights conferred on
stockholders or others hereunder are subject to such reservation.

9. Limitation on Liability. The directors of the Corporation shall be entitled
to the benefits of all limitations on the liability of directors generally that
are now or hereafter become available under the General Corporation Law of
Delaware. Without limiting the generality of the foregoing, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (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 an improper personal
benefit. Any repeal or modification of this Section 9 shall be prospective only,
and shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

Dated: February 14, 2000


                                            ------------------------------------
                                            Mishael M. Azam, Incorporator