EXHIBIT 3.1A

                          CERTIFICATE OF INCORPORATION
                                       OF
                       INNOVATIVE VALVE TECHNOLOGIES, INC.

            FIRST:The name of the Corporation is Innovative Valve Technologies,
Inc.

            SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

            THIRD:The purpose of the Corporation is to engage in any lawful
business, act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware or any successor statute (the
"DGCL").

            FOURTH: The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is Thirty-Five Million (35,000,000),
divided into Thirty Million (30,000,000) shares of common stock, par value
$0.001 per share ("Common Stock"), and Five Million (5,000,000) shares of
preferred stock, par value $0.001 per share ("Preferred Stock"). Shares of any
class of capital stock of the Corporation may be issued for such consideration
and for such corporate purposes as the Board of Directors of the Corporation
(the "Board of Directors") may from time to time determine. Each share of Common
Stock shall be entitled to one vote.

            The Preferred Stock may be divided into and issued from time to time
in one or more series as may be fixed and determined by the Board of Directors.
The relative rights and preferences of the Preferred Stock of each series shall
be such as shall be stated in any resolution or resolutions adopted by the Board
of Directors setting forth the designation of the series and fixing and
determining the relative rights and preferences thereof, any such resolution or
resolutions being herein called a "Directors' Resolution." The Board of
Directors is hereby authorized to fix and determine the powers, designations,
preferences, and relative, participating, optional or other rights (including,
without limitation, voting powers, full or limited, preferential rights to
receive dividends or assets upon liquidation, rights of conversion or exchange
into Common Stock, Preferred Stock of any series or other securities, any right
of the Corporation to exchange or convert shares into Common Stock, Preferred
Stock of any series or other securities, or redemption provisions or sinking
fund provisions) as between series and as between the Preferred Stock or any
series thereof and the Common Stock, and the qualifications, limitations or
restrictions thereof, if any, all as shall be stated in a Directors' Resolution,
and the shares of

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Preferred Stock or any series thereof may have full or limited voting powers, or
be without voting powers, all as shall be stated in a Directors' Resolution.

            No stockholder shall, by reason of the holding of shares of any
class or series of capital stock of the Corporation, have a preemptive or
preferential right to acquire or subscribe for any shares or securities of any
class, whether now or hereafter authorized, which may at any time be issued,
sold or offered for sale by the Corporation, unless specifically provided for in
a Directors' Resolution with respect to a series of Preferred Stock.

            Cumulative voting of shares of any class or series of capital stock
having voting rights is prohibited unless specifically provided for in a
Directors' Resolution with respect to a series of Preferred Stock.

            FIFTH:The name and mailing address of the incorporator are as
follows:

Name                             Mailing Address
----                             ---------------
Ted W. Paris                     3000 One Shell Plaza
                                 910 Louisiana
                                 Houston, Texas 77002-4995

            SIXTH:(a) DIRECTORS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the authority and powers conferred upon the Board of Directors by
the DGCL or by the other provisions of this Certificate of Incorporation, the
Board of Directors is hereby authorized and empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject to the provisions of the DGCL, this Certificate of
Incorporation and any Bylaws adopted by the stockholders of the Corporation;
PROVIDED, HOWEVER, that no Bylaws hereafter adopted by the stockholders of the
Corporation, or any amendments thereto, shall invalidate any prior act of the
Board of Directors that would have been valid if such Bylaws or amendment had
not been adopted.

            (b) NUMBER, ELECTION AND TERMS OF DIRECTORS. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by a majority of the directors then in office, subject to an increase in
the number of directors by reason of any provisions contained in or established
pursuant to Article FOURTH, but in any event shall not be less than one. Each
director shall hold office until the next annual meeting following such
director's election or re-election and, the foregoing notwithstanding, shall
serve until his successor shall have been duly elected and qualified or until
his earlier death, resignation or removal.

            Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

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            (c) INITIAL BOARD OF DIRECTORS. The powers of the incorporator shall
terminate upon the filing of this Certificate of Incorporation and the name and
mailing address of the person to serve as the initial director of the
Corporation are:


Name                                 Mailing Address
----                                 ---------------
Roger L. Miller                      14900 Woodham Drive, Suite A-125
                                     Houston, Texas 77073

            (d) REMOVAL OF DIRECTORS. No director of the Corporation shall be
removed from office as a director by vote or other action of the stockholders or
otherwise except for cause, and then only by the affirmative vote of the holders
of at least a majority of the voting power of all outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class. Except as may otherwise be
provided by law, cause for removal of a director shall be deemed to exist only
if: (i) the director whose removal is proposed has been convicted, or where a
director is granted immunity to testify where another has been convicted, of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal (for this purpose, the entry by the director of a plea
of NOLO CONTENDERE shall be deemed to be a conviction not subject to appeal);
(ii) such director has been found by the affirmative vote of a majority of the
entire Board of Directors at any regular or special meeting of the Board of
Directors called for that purpose or by a court of competent jurisdiction to
have been grossly negligent or guilty of misconduct in the performance of his
duties to the Corporation in a matter of substantial importance to the
Corporation; or (iii) such director has been adjudicated by a court of competent
jurisdiction to be mentally incompetent, which mental incompetency directly
affects his ability as a director of the Corporation. Notwithstanding the
foregoing, whenever holders of outstanding shares of one or more series of
Preferred Stock are entitled to elect members of the Board of Directors pursuant
to the provisions applicable in the case of arrearages in the payment of
dividends or other defaults contained in the Directors' Resolution providing for
the establishment of any series of Preferred Stock, any such director of the
Corporation so elected may be removed in accordance with the provision of such
Directors' Resolution.

            (e) VACANCIES. Except as provided in Article FOURTH hereof, newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
removal or other cause shall be filled by the affirmative vote of a majority of
the remaining directors then in office, even though less than a quorum of the
Board of Directors. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

            SEVENTH: From and after the first date as of which the Corporation
has a class or series of capital stock registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), any action required or permitted
to be taken by the stockholders of the Corporation must be effected at an annual
or special meeting of stockholders of the Corporation

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and may not be effected by any consent in writing by such stockholders. Except
as otherwise required by law, or as may be prescribed in a Directors'
Resolution, special meetings of stockholders of the Corporation may be called
only by the Chairman of the Board of Directors or by the President of the
Corporation or by the Board of Directors pursuant to a resolution approved by
the affirmative vote of a majority of the entire Board of Directors.

            EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director; PROVIDED, HOWEVER, that the foregoing provisions
shall not eliminate or limit the liability of a director (i) for any breach of
such 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 DGCL, as the same
exists or as such provision may hereafter be amended, supplemented or replaced,
or (iv) for any transactions from which such director derived an improper
personal benefit. If the DGCL is amended after the filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by such law, as so
amended. Any repeal or modification of this Article EIGHTH by the stockholders
of the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

            NINTH:In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the Bylaws of the Corporation, or adopt new Bylaws, without any
action on the part of the stockholders, except as may be otherwise provided by
applicable law or the Bylaws of the Corporation.

            TENTH:Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under
Section 291 of Title 8 of the Delaware Code, or on the application of trustees
in dissolution or of any receiver or receivers appointed for the Corporation
under Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If the majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

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            I, the undersigned, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the DGCL, do make this
certificate, hereby declaring that this is my act and deed, and that the facts
herein stated are true, and accordingly have hereunto set my hand this 6th day
of March, 1997.


                                          /s/ TED W. PARIS
                                              Ted W. Paris

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