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                                                                   EXHIBIT 3.5


              Text of Amendment to the Articles of Incorporation
                        of Chicago Rivet & Machine Co.
                           (dated August 18, 1997)


RESOLVED, that the Articles of Incorporation of the Corporation be amended by
increasing the number of shares of Common Stock which the Corporation is
authorized to issue from 2,000,000 shares of Common Stock of the par value of
$2.00 per share to 4,000,000 shares of Common Stock of the par value of $1.00
per share.

FURTHER RESOLVED, that these Articles of Amendment do not affect the
preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the 500,000 authorized shares of the Preferred
Stock of the Corporation.
















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                           ARTICLES OF INCORPORATION

                                       OF

                          CHICAGO RIVET & MACHINE CO.,

                       as last amended (August 18, 1997)



        1.    The name of the corporation is Chicago Rivet & Machine Co.

        2.    The object for which it is formed is to manufacture, export,
              import, buy, sell and generally deal in metal specialties and
              other goods, wares, merchandise and personal property of every
              class and description; to acquire, hold, exercise and dispose of
              any right, patent or otherwise, and to do all and everything
              necessary or convenient for the accomplishment of any and all of
              the purposes above mentioned and incidental thereto.

        3.    The duration of the corporation is perpetual.

        4.    The location of the original principal office is 1830 S. 54th
              Ave., Cicero, County of Cook, State of Illinois.


        5.    The total authorized capital stock is (4,500,000) shares divided
              into two classes:



                  500,000 shares of Preferred Stock, without par value, issuable
                  in series; and (4,000,000) shares of Common Stock of the par
                  value of ($1.00) per share,


                  the preferences, qualifications, limitations, restrictions,
              and the special or relative rights in respect of the shares of
              each class of stock to be as follows:

              (a) THE PREFERRED STOCK

                  (i)   The authorized shares of Preferred Stock may be divided
                        into and issued in series, each such series to be so
                        designated as to distinguish the shares thereof from
                        the shares of all other series and classes.  All shares
                        of the Preferred Stock shall be identical except as to
                        the following relative rights and preferences, in
                        respect of any or all of which there may be variations
                        between different series:

                        (1)  The rate of dividend.

                        (2)  The price at and the terms and conditions on which
                             shares may be redeemed.




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                        (3)  The amount payable on shares in event of
                             involuntary liquidation.

                        (4)  The amount payable on shares in event of
                             voluntary liquidation.

                        (5)  Sinking fund provisions, if any, for the
                             redemption or purchase of shares.

                        (6)  The terms and conditions on which shares may be
                             converted, if the shares of any series are issued
                             with the privilege of conversion.

                        The Board of Directors of the Corporation is hereby
                        expressly vested with authority to divide the
                        authorized shares of the Preferred Stock into series
                        and, within the limitations of the laws of Illinois, to
                        fix and determine the relative rights and preferences
                        of the shares of any series so established; provided,
                        however, that such authority hereinabove expressly
                        vested in the Board of Directors of the Corporation
                        shall be subject to such further limitations, if any,
                        as are stated in the Articles of Incorporation of the
                        Corporation, as amended.  In order for the Board of
                        Directors of the Corporation to establish a series of
                        the Preferred Stock pursuant to the authority
                        hereinabove expressly vested in it, the Board of
                        Directors shall adopt a resolution or resolutions
                        setting forth the designation of such series and fixing
                        and determining the relative rights and preferences
                        thereof.  All shares of the Preferred Stock of any one
                        series shall be identical in all respects, except that
                        shares of any one series issued at different times may
                        differ in respect to the dates from which dividends
                        thereon shall be cumulative.

                  (ii)  The holders of each series of the Preferred Stock shall
                        be entitled to receive out of any funds legally
                        available therefor, as and when declared by the Board
                        of Directors, cumulative cash dividends at not to
                        exceed the rate per annum fixed by the Board of
                        Directors in the resolution or resolutions establishing
                        such series of Preferred Stock payable quarterly on
                        such dates as shall be fixed by the Board of Directors
                        in such resolution or resolutions.  Dividends on shares
                        of the Preferred Stock shall be cumulative from the
                        respective dates of issuance thereof and shall accrue
                        from day to day whether or not earned or declared.
                        Accumulation of dividends shall not bear interest.  All
                        cumulative dividends on the outstanding shares of the
                        Preferred Stock for all dividend periods shall be paid
                        or declared and set apart for payment, and all amounts
                        required to be paid into or set aside for any sinking,
                        purchase or redemption fund applicable to any series of
                        the Preferred Stock, shall have been paid or set aside
                        before any dividend or other distribution (other than a
                        dividend or distribution consisting solely of shares of
                        Common Stock) shall be paid or made or declared and set
                        apart for payment on the Common Stock.  No dividends
                        shall be paid or declared and set apart for payment on


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                        any series of the Preferred Stock in respect of any
                        dividend period unless at the same time a like
                        proportionate dividend for the same dividend period
                        shall have been paid or declared and set apart for
                        payment on all other series of Preferred Stock then
                        issued and outstanding.

                  (iii) Upon any liquidation, dissolution or winding-up of the
                        Corporation (whether voluntary or involuntary), the
                        holders of each series of the Preferred Stock shall be
                        entitled to receive payment of such amount, in cash or
                        in kind, as the Board of Directors in the resolution or
                        resolutions establishing such series of the Preferred
                        Stock shall have determined to be payable to the
                        holders of such series of the Preferred Stock in the
                        event of any such liquidation, dissolution or
                        winding-up, as the case may be, plus all accumulated
                        dividends, and no more, before any sum shall be paid or
                        any assets distributed among the holders of the Common
                        Stock, and after such payment to the holders of the
                        Preferred Stock, all remaining assets and funds shall
                        be paid or distributed pro rata to the holders of the
                        Common Stock.  If, upon any such liquidation,
                        dissolution or winding-up of the Corporation, the
                        assets of the Corporation available for payment and
                        distribution to holders of all series of the Preferred
                        Stock are insufficient to make payment in full to such
                        holders, then the holders of the Preferred Stock of all
                        series shall share in any payment or distribution of
                        assets in proportion to the full amounts to which they
                        would otherwise respectively be entitled, and in such
                        event no payment or distribution shall be made to the
                        holders of the Common Stock.  Neither the consolidation
                        or merger of the Corporation, nor the sale, lease,
                        exchange, mortgage, pledge or other disposition of all
                        or substantially all of its assets nor the purchase or
                        redemption of shares of any class, nor a reduction of
                        its capital, nor a dividend or distribution to
                        shareholders from net profits or surplus earned, in
                        pursuance of applicable provisions of law providing
                        therefor, shall be deemed to be a liquidation,
                        dissolution or winding-up of the affairs of the
                        Corporation within the meaning of the foregoing
                        provisions of this paragraph.

                  (iv)  Any series of the Preferred Stock may be redeemed in
                        whole or in part, at the option of the Corporation, by
                        resolution of its Board of Directors, or by the
                        operation of the sinking, redemption or purchase fund,
                        if any, provided for such series, at any time, or from
                        time to time, at such price as may be fixed and
                        determined by the Board of Directors in any resolution
                        providing for the issue of any particular series of the
                        Preferred Stock.  If less than all the outstanding
                        shares of any series are to be redeemed, the shares to
                        be redeemed shall be


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<PAGE>   5


                        determined by lot or pro rata in such manner as the
                        Board of Directors may provide.

                  (v)   The series of Preferred Stock of each series
                        shall be convertible into or exchangeable for shares of
                        Common Stock or shares of any other series of Preferred
                        Stock, upon such terms and conditions, as shall be
                        fixed and determined by the Board of Directors in any
                        resolution providing for the issuance of such series of
                        Preferred Stock.

                  (vi)  In the event that any shares of Preferred Stock which
                        have been issued or reacquired by the Corporation, in
                        any manner, including such shares as may be redeemed or
                        purchased or converted into Common Stock or any other
                        series of Preferred Stock, then such shares shall have
                        the status of authorized and unissued Preferred Stock
                        and may be reissued as shares of the series of which
                        they were originally a part or may be issued as shares
                        of a new series or as shares of any other series, all
                        subject to the conditions and restrictions of any
                        series of Preferred Stock as fixed and determined by
                        resolution of the Board of Directors.

              (b) COMMON STOCK

                  (i)   The holders of the Common Stock shall be entitled to
                        such dividends as may from time to time be declared by
                        the Board of Directors, but only when and as declared
                        by the Board of Directors out of any funds legally
                        available for declaration of dividends, subject to the
                        provisions and conditions set forth in section (a)
                        hereof in favor of the Preferred Stock.

                  (ii)  In the event of any liquidation, dissolution or
                        winding-up of the affairs of the Corporation, the
                        holders of the Common Stock shall be entitled to share
                        pro rata in the net assets available for distribution
                        to holders of the Common Stock after payment to the
                        holders of Preferred Stock of the amounts to which they
                        are entitled pursuant to the resolution or resolutions
                        of the Board of Directors providing for the issue of a
                        series of Preferred Stock.

              (c) OTHER PROVISIONS APPLICABLE TO PREFERRED STOCK AND COMMON
                  STOCK

                  (i)   In the exercise of voting powers, each holder of a
                        share of Preferred Stock and each holder of a share of
                        Common Stock shall be entitled to one vote for each of
                        the shares held by him of record on the books of the
                        Corporation at the time for determining holders thereof
                        entitled to vote.  The holders of Common Stock shall
                        vote together, share for share, with the holders of
                        Preferred Stock as one class except as to


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                        those matters which, by express statutory provision,
                        are required to be determined by class voting.

                  (ii)  No holder of stock of any class of the Corporation,
                        whether now or hereafter authorized, shall have any
                        pre-emptive or preferential right to subscribe to any
                        share of stock of the Corporation of any class, now or
                        hereafter authorized, or to any obligations convertible
                        into stock of the Corporation, issued or sold, or any
                        right to subscribe to any thereof, and the Board of
                        Directors may issue stock of the Corporation, or
                        obligations convertible into stock, without offering
                        such issue of stock or such obligations, either in
                        whole or in part, to the shareholders of the
                        Corporation.

        6.    The names and addresses of the original stockholders of the
consolidated corporation and the amount of stock held and paid in by each are
as follows:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------
       NAME                 ADDRESS          NUMBER OF     AMOUNT       AMOUNT
                                              SHARES        HELD       PAID IN
------------------------------------------------------------------------------
<S>                  <C>                      <C>          <C>         <C>
John A. Morrissey    801 S. Euclid Ave.         879        $87,900     $87,900
                     Oak Park, Ill.
 ..............................................................................
Edward J. Morrissey  4520 N. Whipple St.          1            100         100
                     Chicago, Ill.
 ..............................................................................
Edward P. O'Malley   1849 Waveland Ave.         120         12,000      12,000
                     Chicago, Ill.
 ..............................................................................
Edward P. O'Malley   1924 Grace St.              10          1,000       1,000
                     Chicago, Ill.
 ..............................................................................
Francis E. O'Malley  Tyrone, New Mexico          20          2,000       2,000
 ..............................................................................
Herman J. Tonn       1737 N. Francisco Ave.     287         28,700      28,700
                     Chicago, Ill.
 ..............................................................................
Edward G. Goergen    7831 White Ave.            200         20,000      20,000
                     Lyons, Ill.
 ..............................................................................
Vincent A. Scully    Cedarhurst                  50          5,000       5,000
                     Long Island, N.Y.
 ..............................................................................
M. P. McManus        General Motors Bldg.        25          2,500       2,500
                     Detroit, Mich.
 ..............................................................................
Stephen Rechtoris    4208 N. Drake Ave.         158         15,800      15,800
                     Chicago, Ill.
------------------------------------------------------------------------------
</TABLE>

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        7.    The location and a general description of the original property in
which capital stock was paid is as follows: All of the property, real, personal
and mixed consisting of machinery, tools, dies, desks, office equipment,
finished and raw materials, accounts receivable and real estate, located in
Cicero, Illinois.

        8.    The management of the corporation shall be vested in seven
directors.

        9.    The names and addresses of the first board of directors, at least
one of whom is a resident of Illinois, and the respective terms for which
elected are as follows:



<TABLE>
<CAPTION>
------------------------------------------------------------------------------
       NAME                         ADDRESS                 TERM FOR WHICH
                                                                ELECTED
------------------------------------------------------------------------------
<S>                  <C>                                    <C>
John A. Morrissey    801 S. Euclid Ave., Oak Park, Ill.     Until next annual
                                                            directors meeting.
 ..............................................................................
Edward J. Morrissey  105 S. LaSalle St., Chicago, Ill.               "
 ..............................................................................
Herman J. Tonn       1737 N. Francisco Ave., Chicago, Ill.           "
 ..............................................................................
Edward G. Goergen    7831 White Ave., Lyons, Illinois                "
 ..............................................................................
Edward P. O'Malley   1849 Waveland Ave., Chicago, Ill.               "
------------------------------------------------------------------------------
</TABLE>

        10.   No shareholder of this corporation shall have any preemptive right
to subscribe for or acquire additional shares of the corporation, whether now
authorized or to be authorized hereafter.













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