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                                                                   Exhibit 3.1.1

                      RESTATED ARTICLES OF INCORPORATION

                                      OF

                            NUMATICS, INCORPORATED

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:

     1.   The present name of this Corporation is Numatics, Incorporated.

     2.   This Corporation's identification number (CID) assigned by the Bureau
is 536-171.

     3.   All former names of this Corporation are: Numatics Acquisition
Corporation.

     4.   The date of filing the original Articles of Incorporation of this
Corporation was October 15, 1990.

     The following Restated Articles of Incorporation supersede the Articles of
Incorporation and shall be the Articles of Incorporation for this Corporation:

                                   ARTICLE I

     The name of this Corporation is Numatics, Incorporated.

                                  ARTICLE II

     The purpose or purposes for which this Corporation is formed is to engage
in any activity within the purposes for which corporations may be formed under
the Michigan Business Corporation Act.

                                  ARTICLE III

     1.   The address of the current registered office of this Corporation is
1450 North Milford Road, Highland, MI 48031.

     2.   The mailing address of the current registered office of this
Corporation is the same as above.

     3.   The name of the current registered agent of this Corporation is John
H. Welker.

                                   ARTICLE IV
                        Section 1.  Authorized Shares.

     (a)  Total Number.  The total number of shares of all classes of capital
          ------------
stock which this Corporation shall have authority to issue is 10,000,000,
consisting of the following:
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          (1)  50,000 shares of Preferred Stock ("Preferred Stock") of the par
     value of $.01 per share; and

          (2)  9,950,000 shares of Class A Common Stock ("Common Stock") of the
     par value of $.01 per share.

Such shares of Preferred Stock and Common Stock are sometimes hereinafter
collectively referred to as the "capital stock". The designations and the
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions of each class of
capital stock shall be as follows:

PART I    Preferred Stock
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     (a)  The Board of Directors of this Corporation is authorized to establish
from the shares of authorized Preferred Stock by resolutions adopted and filed
in the manner provided by law, one or more other classes or series of Preferred
Stock, to designate each such class or series of Preferred Stock and the number
of shares comprising such class or series, which number may, if permitted by
law, except where otherwise provided by the Board of Directors in creating such
class or series, be increased or decreased (but not below the number of shares
then outstanding) from time to time by resolutions of the Board of Directors
adopted and filed in the manner provided by law, and to fix the relative rights
and preferences of each such class or series of Preferred Stock, including the
following:

          (1)  the dividend rate or rates on the shares of such class or series
     and the preference or relation which such dividends shall bear to the
     dividends payable on any other class or series of capital stock of this
     Corporation or on any other series of Preferred Stock, the terms and
     conditions upon which and the periods in respect of which dividends shall
     be payable, whether and upon what condition such dividends shall be
     cumulative and, if cumulative, the date or dates from which dividends shall
     accumulate;

          (2)  whether the shares of such class or series shall be redeemable,
     in whole or in part, and if redeemable, whether redeemable for cash, bonds,
     securities or other property, at the option of this Corporation or the
     holder or upon the happening of a specified event, the limitations and
     restrictions with respect to such redemption, and the time or times when,
     or periods during which, the price or prices or rate or rates at which, the
     adjustments with which and the manner in which such shares shall be
     redeemable, including the manner of selecting shares of such class or
     series for redemption if less than all shares are to be redeemed;

          (3)  the rights to which the holders of shares of such class or series
     shall be entitled, and the preferences if any, over any other class or
     series (or of any other class or series over such class or series), upon
     the voluntary or involuntary liquidation, dissolution, distribution, or
     winding up of this Corporation, which rights may vary depending on whether
     such liquidation, dissolution, distribution or winding up is voluntary or
     involuntary, and, if voluntary, may vary at different dates;

          (4) whether the shares of such class or series shall be subject to the
     operation of a purchase, retirement or sinking fund, the extent to which
     and the manner in which

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     such fund shall be applied to the purchase or redemption of the shares of
     such class or series for retirement or to other corporate purposes and the
     terms and provisions relative to the operation thereof;

          (5)  whether the shares of such class or series shall be convertible
     into, or exchangeable for at the option of this Corporation or the holder
     or upon the happening of a specified event, shares of any other class or
     any series of any class, or bonds, of this Corporation and, if so
     convertible or exchangeable, the times, prices, rates, adjustments and
     other terms and conditions of such conversion or exchange;

          (6)  the voting powers, full and/or limited, if any, of the shares of
     such class or series, and whether and under what conditions the shares of
     such class or series (alone or together with the shares of one or more
     other class or series having similar provisions) shall be entitled to vote
     separately as a single class, for the election of one or more directors, or
     additional directors, of this Corporation in the case of dividend arrearage
     or other specified events, or upon other matters;

          (7)  whether the issuance of any additional shares of such class or
     series, or of any shares of any other class or series, shall be subject to
     restrictions as to issuance or as to the powers, preferences or rights of
     any such other class or series; and

          (8)  any other preferences, privileges and powers and relative,
     participating, optional, or other special rights and qualifications,
     limitations, or restrictions of such class or series, as the Board of
     Directors may deem advisable and as shall not be inconsistent with the
     provisions of these Restated Articles of Incorporation.

     (b)  Unless and except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Part I, the holders of the Preferred Stock
shall have no voting power with respect to any matter whatsoever.

     (c)  Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the Corporation, or which have been issued and
reacquired in any manner, may, upon compliance with any applicable provisions of
the Michigan Business Corporation Act, be given the status of authorized and
unissued shares of Preferred stock and may be reissued by the Board of Directors
as part of the series of which they were originally a part or may be
reclassified into and reissued as part of a new series or as a part of any other
series, all subject to the protective conditions or restrictions of any
outstanding series of Preferred Stock.

PART II:  Common Stock
--------  ------------

     (a)  Except as otherwise required by law or by any amendment to these
Restated Articles of Incorporation, each holder of Common Stock shall have one
vote for each share of stock held by such holder of record on the books of the
Corporation on all matters voted upon by the shareholders.

     (b)  Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if any, with
respect to the setting aside of sums for

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purchase, retirement or sinking funds for Preferred Stock, the holders of Common
Stock shall be entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board of Directors.

     (c)  In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the Corporation of whatever kind available for
distribution to shareholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute in
kind to the holders of Common Stock such remaining assets of the Corporation or
may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust, individual or entity, or any combination
thereof, and may sell all or any part of the consideration so received and
distribute any balance thereof in kind to holders of Common Stock. The merger or
consolidation of the Corporation into or with any other corporation or other
entity, or the merger of any other corporation or other entity into it, or any
purchase or redemption of shares of stock of the Corporation of any class, shall
not be deemed to be a dissolution, liquidation of winding up of the Corporation
for the purposes of this paragraph.

     (d)  Such numbers of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance (i) upon conversion of
any shares of Preferred stock or any obligation of the Corporation convertible
into shares of Common Stock which is at the time outstanding or issuable upon
exercise of any options, warrants or rights at the time outstanding and (ii)
upon exercise of any options, warrants or rights at the time outstanding to
purchase shares of Common Stock.

                                   ARTICLE V

     The duration of this Corporation is perpetual.

                                  ARTICLE VI

     Any action required or permitted by the Act, these Restated Articles of
Incorporation or the Bylaws of the Corporation to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the Corporation. Delivery shall be to the Corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a Corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested. Prompt notice
of the taking of the corporate action without a

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meeting by less than unanimous written consent shall be given to shareholders
who would have been entitled to notice of the shareholder meeting if the action
had been taken at a meeting and who have not consented in writing.

                                  ARTICLE VII

     A director of this Corporation shall not be personally liable to this
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. However, this provision does not eliminate or limit the
liability of a director for any of the following:

     (a)  any breach of the director's duty of loyalty to this Corporation or
its shareholders;

     (b)  acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

     (c)  a violation of Section 551(1) of the Michigan Business Corporation
Act; or

     (d)  a transaction from which the director derived an improper personal
benefit.

     Any repeal, amendment or other modification of this Article VII shall not
increase the liability or alleged liability of any director of this Corporation
then existing with respect to any state of facts then or thereto fore existing
or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts. If the
Michigan Business Corporation Act is subsequently amended to authorize corporate
action further eliminating or limiting personal liability of directors then the
liability of directors shall be eliminated or limited to the fullest extent
permitted by the Michigan Business Corporation Act as so amended.

                                 ARTICLE VIII

     The Corporation shall not issue or sell any of its Equity Securities (as
hereinafter defined), or enter into any Contractual Obligation (as hereinafter
defined) providing for the issuance (contingent or otherwise) of any of its
Equity Securities (each an "Issuance" of "Subject Securities"), except in
compliance with the following provisions of this Article VIII.

     1.   Right of Participation.
          ----------------------

          1.1  Not fewer than thirty days prior to the consummation of the
     Issuance, a notice (the "Notice") shall be furnished by the Corporation to
     each holder of Investor Securities. The Notice shall include:

     (a)  The principal terms of the proposed Issuance, including without
          limitation the amount and kind of Subject Securities to be included in
          the Issuance, the maximum and minimum (which shall be not less than
          90% of such maximum) price per unit of the Subject Securities will be
          Issued (collectively, the "Proposed Subscriber"); and

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     (b)  An offer by the Corporation to issue, at the option of such holder of
          Equity Securities constituting Investor Securities, up to such
          holder's Applicable Percentage of the Subject Securities which would
          be otherwise issued in the Issuance, on the same terms and conditions
          as the Subject Securities are purchased by the Proposed Subscriber;
          provided, however, that if the Proposed Subscriber is purchasing the
          Subject Securities for noncash consideration, the holders of Equity
          Securities constituting Investor Securities may pay in cash the fair
          market value (as agreed to by the Corporation and such holder) of such
          noncash consideration.

          1.2. If a holder of Investor Securities desires to accept the offer
     contained in the Notice, it shall send, within twenty days after the
     effectiveness of the Notice, a written commitment to the Corporation
     specifying the amount of Subject Securities (not in any event to exceed
     such holder's Applicable Percentage of the Subject Securities to be
     included in the Issuance) which such holder desires to be issued. If any
     holder of Investor Securities has not so accepted such offer, such holder
     shall be deemed to have waived (for itself and any transferee or assignee
     of its Investor Securities) all of its rights with respect to this
     Issuance, and the Corporation shall thereafter be free to issue the Subject
     Securities to the Proposed Subscriber, at a price no less than 95% of the
     minimum price set forth in the Notice and on otherwise no more favorable
     terms in any material respect than as set forth in the Notice, without any
     further obligation to such holder. If, prior to consummation, the terms of
     such proposed Issuance shall change with the result that the price shall be
     less than 95% of the minimum price set forth in the Notice, it shall be
     necessary for a separate Notice to have been furnished, and the terms and
     provisions of this Article VIII separately complied with, in order to
     consummate such Issuance pursuant to this Article VIII.

          The acceptance of such holder shall be irrevocable except as
     hereinafter provided, and such holder shall be bound and obligated to
     acquire in the Issuance on the same terms and conditions, with respect to
     each unit of Subject Securities issues in the Issuance, such amount of
     Subject Securities as such holder shall have specified in its written
     commitment.

          If at the end of the ninetieth (90th) day following the date of the
     effectiveness of the Notice the Corporation has not completed the Issuance,
     any holder of Investor Securities who has accepted the offer in a Notice
     shall be released from its obligations under the written commitment, the
     Notice shall be null and void, and it shall be necessary for a separate
     Notice to have been furnished, in order to consummate such Issuance
     pursuant to this Article VIII.

          1.3. The Corporation may condition the participation of any holder of
     Investor Securities in an Issuance upon the purchase by it of any
     securities (including without limitation debt securities) other than
     Subject Securities ("Other Securities") in the event that the participation
     of the Proposed Subscriber in such Issuance is so conditioned. In such
     case, each holder of Investor Securities shall acquire in the Issuance,
     together with the Subject Securities to be acquired by it, Other Securities
     in the same proportion to the Subject Securities to be acquired by it as
     Other Securities are acquired by the Proposed

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     Subscriber in proportion to the Subject Securities acquired in the Issuance
     by the Proposed Subscriber, on the same terms and conditions, as to each
     unit of Subject Securities and Other Securities issued to the Proposed
     Subscriber, as the Proposed Subscriber shall be issued units of Subject
     Securities and Other Securities.

          1.4.  Each holder of Investor Securities and its Affiliates shall take
     or cause to be taken all such reasonable actions as may be necessary or
     reasonably desirable in order expeditiously to consummate each Issuance
     pursuant to this Article VIII and any related transactions, including,
     without limitation, executing, acknowledging and delivering consents,
     assignments, waivers and other documents or instruments with governmental
     authorities; and otherwise cooperating with the Corporation; provided,
     however, that no holder of Investor Securities or any Affiliate thereof
     shall be required to agree to any amendment or modification of, or waiver
     under, or other change to, this Agreement, the Investor Securities or any
     other agreement relating thereto.

          1.5   All costs and expenses incurred by any holder of Investor
     Securities or the Corporation in connection with any proposed Issuance of
     Subject Securities or the Corporation in connection with any proposed
     Issuance of Subject Securities (whether or not consummated), including
     without limitation all attorney's fees and charges, all accounting fees and
     charges and all finders, brokerage or investment banking fees, charges or
     commissions, shall be paid by the Corporation; provided however, that if a
     holder of Investor Securities or any of its Affiliates retains separate
     legal counsel or other advisors in connection with such proposed Issuance,
     the fees and expenses of such separate attorneys or other advisors shall be
     borne by such holder.

          1.6   The closing of an Issuance pursuant to Article VIII shall take
     place at such time and place as the Corporation shall specify by notice to
     each participating holder of Investor Securities. At the closing of any
     Issuance under this Article VIII, such holders of Investor Securities shall
     be delivered the notes, certificates or other instruments evidencing the
     Subject Securities (and, if applicable, Other Securities) to be issued to
     it, registered in the name of such holder of its designated nominee, free
     and clear of any Liens, with any transfer tax stamps affixed, against
     delivery by such holders of the applicable consideration.

     2    Excluded Transactions. Notwithstanding the preceding provisions of
          ---------------------
this Article VIII, the preceding provisions of this Article VIII shall not
restrict:

          (a)  Any Issuance of options to purchase not more than an aggregate of
               2,000 shares of Common Stock (subject to appropriate adjustments
               for stock spits which occurred or occur after the date of the
               filing of the original Articles of Incorporation) and any
               Issuance of shares of Common Stock in connection therewith to
               employees of the Corporation and its subsidiaries.

          (b)  Any Issuance of Common Stock upon the exercise or conversion of
               any Investor Securities or any Equity Securities outstanding on
               the date hereof or issued after the date hereof in compliance
               with the provisions of this Article VIII; and

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          (c)  Any Issuance of Common Stock pursuant to a public offering
               registered under the Securities Act of 1933, as amended, other
               than shares issued pursuant to an employee plan registered on
               Form S-8 or any similar plan or form.

          (d)  Any Issuance of Common Stock pursuant to a stock split or pro
               rata stock dividend.

     3.   Termination.  The foregoing provisions of this Article VIII shall
          -----------
terminate immediately following the closing of a public offering if, immediately
after giving effect thereto, there is outstanding Common Stock not held by
Affiliates of the Corporation which (x) is freely tradeable and the sale of
which is not in any way subject to Rule 144 (including without limitation Rule
144(k) under the Securities Act of 1933, as amended) and (y) has an aggregate
public market value of not less than $50 million.

     4.   For purposes of this Article VIII, the following terms shall have the
following meanings:

         "Affiliate" shall mean any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with the specified
Person and shall include (i) any Person who is an officer, director or
beneficial holder of at least 5% of the outstanding equity interest of the
specified Person and Members of the Immediate Family of any such officer,
director or holder, (ii) any Person of which the specified Person or an
Affiliate (as defined in clause (i) above) of the specified Person shall,
directly or indirectly, either beneficially own at least 5% of the outstanding
equity interest or constitute at least a 5% participant or shall be an officer
or director of such Person, and Members of the Immediately Family, if any, of
such holder, director or officer, and (iii) in the case of a specified Person
who is an individual, Members of the Immediately Family of such Person;
provided, however, that Harvard Private Capital Holdings, Inc shall not be an
Affiliate of the Corporation for purposes of this Article VIII.

         "Applicable Percentage" shall mean, with respect to any holder of
Investor Securities, the percentage of all outstanding shares of Common Stock
which would be held by such holder assuming that all outstanding Equity
Securities of the Corporation are converted into, or exchanged or exercised for,
shares of Common Stock in accordance with the terms thereof.

         "Contractual Obligation" shall mean, with respect to the Corporation,
any contract, agreement, deed, mortgage, lease, license, indenture, commitment,
undertaking, arrangement or understanding, written or oral, or other document or
instrument, including, without limitation, any document or instrument evidencing
or otherwise relating to any indebtedness but excluding these Restated Articles
and the Bylaws of the Corporation, to which or by which the Corporation is a
party or otherwise subject or bound or to which or by which any property or
right of such Corporation is subject or bound.

         "Equity Securities" shall mean, all shares of capital stock or other
equity or beneficial interests issued by or created in or by the Corporation,
all stock appreciation or similar

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rights or grants of, or other Contractual Obligation for, any right to share in
equity, income, revenues or cash flow of the Corporation, and all securities or
other rights, warrants or other Contractual Obligations to acquire any of the
foregoing, whether by conversion, exchange, exercise, preemptive right or
otherwise.

          "Members of the Immediate Family", as applied to any individual, shall
include each parent, spouse, chid, brother, sister and the spouse of a child,
brother, or sister of the individual, and each trust created for the benefit of
one or more of such persons and each custodian of the property of one or more
such persons.

          "Person" shall mean an individual, partnership, limited liability
company, corporation, association, trust, joint venture or unincorporated
organization, and any government department or agency or political subdivision
thereof.

          "Investor Securities" means the Warrants dated January 3, 1996 issued
by the Corporation to Harvard Private Capital Holdings, Inc., provided that any
such securities sold in a distribution pursuant to a registration statement
under the Securities Act or, if the securities sold are of a class which is
publicly traded or evidenced by listing with a national securities exchange, on
the NASDAQ National Market or otherwise, a sale to the public which is exempt
from the registration requirements of the Securities Act of 1933, as amended,
under Rule 144 thereunder or otherwise, shall cease to be Investor Securities
thereafter.


     5.   COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
          UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
          BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

     a.   ___  These Restated Articles of Incorporation were duly adopted on the
               ______ day of ___________________, 2000, in accordance with the
               provisions of Section 642 of the Act by the unanimous consent of
               the incorporators before the first meeting of the Board of
               Directors.

               Signed this _____ day of ________________________, 2000.

               ____________________      _______________________

               ____________________      _______________________


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

     b.    X   These Restated Articles of Incorporation were duly adopted on the
          ---
               15th day of February, 2000, in accordance with the provisions of
               Section 642 of the Act and: (check one of the following)

               ___  were duly adopted by the Board of Directors without a vote
                    of the shareholders. These Restated Articles of
                    Incorporation only restate

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                    and integrate and do not further amend the provisions of the
                    Articles of Incorporation as heretofore amended and there is
                    no material discrepancy between those provisions and the
                    provisions of these Restated Articles.

               ___  were duly adopted by the shareholders. The necessary number
                    of shares as required by statute were voted in favor of
                    these Restated Articles.

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

                X   were duly adopted by the written consent of all the
               ---
                    shareholders entitled to vote in accordance with Section 407
                    (2) of the Act.

                    Signed this 2nd day of February, 2000

                    By /s/ John H. Welker
                      ------------------------------------------
                       (Signature)

                       John H. Welker, President
                       ------------------------------------
                              (Type or Print Name)

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