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EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           FOSTER WHEELER CORPORATION
               [UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW]


Pursuant to Section 807 of the Business Corporation Law, the undersigned hereby
certify:

      1. The name of the Corporation is Foster Wheeler Corporation. The name
under which it was formed is Power Specialty Company.

      2. The Certificate of Incorporation was filed by the Department of State
of the State of New York on February 6, 1900.

      3. The text of the Certificate of Incorporation is hereby restated without
further amendment or change to read as follows:

      FIRST: The name of the Corporation is Foster Wheeler Corporation.

      SECOND: The purposes for which it is formed are as follows:

      To manufacture, erect, operate, repair, buy, sell, lease, let and
otherwise deal in and with heat transfer, fuel burning and fuel preparation
equipment of every kind and description and any equipment, machinery, controls,
devices or other things auxiliary thereto or useful in connection therewith.

      To construct, erect, repair, operate, buy, sell, lease, let and otherwise
deal in and with machinery, equipment, processes, systems, programs, mills,
factories, plants and other installations or facilities for refining, producing,
processing, extracting or otherwise treating or handling petroleum, chemicals,
liquids, energy in any form, metals, minerals, fibers, woods, wastes, plastics,
plant or animal products and all derivatives thereof.

      To engage in the business of civil, mechanical, chemical, electrical and
other engineering, general contracting and construction.

      To manufacture, refine, process, treat, work, buy, sell, lease, let and
generally deal in and with metals, plastics, woods, fibers, paper and chemical
compounds of every description and the products or derivatives thereof.

      To design, manufacture, erect, operate, repair, buy, sell, lease, let and
otherwise deal in and with goods, wares and merchandise of every kind and
description necessary to, or of use in connection with any of the objects or
purposes of the Corporation.

      To take or acquire real estate or other property by purchase, devise,
gift, or otherwise. To purchase, acquire, hold and dispose of the stocks, bonds
and other evidences of indebtedness of any corporation, domestic or foreign, and
issue in exchange therefor its stock, bonds or other obligations.
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      To acquire, and pay for in cash, stock or bonds of the Corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm association or corporation.

      To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of the Corporation.

      To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of, or any bonds, securities or
evidence of indebtedness created by any other corporation or corporations
organized under the laws of this State or any other state, country, nation or
government, and while the owners thereof to exercise all the rights, powers and
privileges of ownership.

      To issue bonds, debentures or obligations of the Corporation from time to
time, for any of the objects or purposes of the Corporation and to sell the same
on such terms as from time to time shall seem advisable, and to secure the same
by mortgage, pledge, deed of trust, or otherwise.

      To purchase, hold, reissue, sell and transfer the shares of its own
capital stock, provided it shall not use its funds or property for the purchase
of its own shares of capital stock when such use would cause any impairment of
its capital; and provided further that shares of its own capital stock belonging
to it shall not be voted upon directly or indirectly.

      To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount, to purchase or otherwise
acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and
personal property, of every class and description, in any of the states,
districts, territories, or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

      To assume, to enter into, make, perform and carry out contracts of any
kind with any person, firm, association, corporation, body politic or
government.

      In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise all the
powers conferred by law, and to do any or all of the things hereinbefore set
forth to the same extent as natural persons might or could do.

      The foregoing clauses shall be construed both as objects and powers; and
it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of the
Corporation.

      THIRD: The office of the Corporation shall be located in the Borough of
Manhattan, in the City and County of New York, in the State of New York.

      FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is 161,500,000 shares, consisting of: 160,000,000 shares of a
class designated "Common Stock" of the par value of $1.00 per share. 1,500,000
shares of a class designated "Preferred Stock" of no par value. The preferences,
limitations and relative rights of such classes shall be as follows:


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A. PREFERRED STOCK:

      Such Preferred Stock is issuable in series, with such designations,
rights, preferences, limitations and voting rights, if any, as the Board of
Directors may determine upon issuance; provided that, the Board of Directors
shall fix such provisions as will, at a minimum, entitle the holders of such
Preferred Stock, voting as a class, to elect at least two directors upon default
of the equivalent of six quarterly dividends, such right to continue until
cumulative dividends have been paid in full, or until non-cumulative dividends
have been paid regularly for at least a year; and require the affirmative
approval of at least two-thirds of the outstanding Preferred Stock as a
prerequisite to any amendment to the Certificate of Incorporation or By-Laws
altering materially any existing provision of such Preferred Stock.

      (1) Series A Junior Participating Preferred Stock:

      (a) Designation and Amount:

      The shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" (the "Series A Preferred Stock") and the number
of shares constituting the Series A Preferred Stock shall be 400,000.

      (b) Dividend and Distributions:

      I. Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock of the
Corporation, and of any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (i) $1 or (ii) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share amount
of all cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

      II. The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph I immediately before it declares a
dividend or distribution on the Common


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Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

      III.Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed or the payment thereof.

      (c) Voting Rights:

      The holders of shares of Series A Preferred Stock shall have the following
voting rights:

      I.  Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

      II.  Except as otherwise provided herein, in any other Certificate of
Amendment creating a series of Preferred Stock or any similar stock, or By-Law,
the holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.

      III. If, on the date used to determine shareholders of record for any
meeting of shareholders of the Corporation at which directors are to be elected,
dividends on the Series A Preferred Stock shall be in arrears in an amount equal
to at least six quarterly dividends (whether or not consecutive), the number of
the Board of Directors of the Corporation shall be increased by two as of the
date of such meeting and the holders of Series A Preferred Stock (voting
separately as a class with all other


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series of Preferred Stock of the Corporation upon which like voting rights have
been conferred and are exercisable) will be entitled to vote for and elect such
two additional directors of the Corporation. The right of the holders of Series
A Preferred Stock to vote for such two additional directors shall terminate when
all accrued and unpaid dividends on the Series A Preferred Stock have been
declared and paid or set apart for payment. The term of office of the directors
so elected shall terminate immediately upon the termination of the right of the
holders of Series A Preferred Stock (and all other series of Preferred Stock of
the Corporation) to vote for such two additional directors. In connection with
the right to vote for such additional directors, each holder of Series A
Preferred Stock will have one vote for each share held.

      IV. Except as set forth herein, or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

      (d) Certain Restrictions:

      I. Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided herein are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not: (i) declare or pay dividends, or
make any other distributions, on any shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock; (ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled; (iii)
redeem or purchase or otherwise acquire for consideration shares of any stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock, provided that the Corporation may
at any time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or (iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.

      II. The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under the preceding paragraph I
purchase or otherwise acquire such shares at such time in such manner.


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      (e) Reacquired Shares:

      Any shares of Series A Preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired promptly after the
acquisition thereof. All such shares shall upon their retirement or cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of Incorporation,
or in any other Certificate of Amendment creating a series of Preferred Stock or
any similar stock or as otherwise required by law.

      (f) Liquidation, Dissolution or Winding Up:

      Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock, shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (ii) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (i) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

      (g) Consolidation, Merger:

      In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares


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of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

      (h) No Redemption:

      The shares of Series A Preferred Stock shall not be redeemable.

      (i) Rank:

      The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other
class of the Corporation's Preferred Stock.

      (j) Amendment:

      Neither the Certificate of Incorporation nor the By-Laws of the
Corporation shall be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

B. COMMON STOCK:

      (1) Dividends:

      After any requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of paragraph A of
Article FOURTH hereof) shall have been met, and after this Corporation shall
have complied with all of the requirements, if any, with respect to the setting
aside of sums as sinking funds or redemption or purchase accounts, then and not
otherwise, the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.

      (2) Liquidation, Dissolution or Winding Up:

      After distribution in full of any preferential amount (fixed in accordance
with the provisions of paragraph A of Article FOURTH hereof) required to be
distributed to the holders of the Preferred Stock in the event of the voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever kind available
for distribution to shareholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

      (3) Voting Rights:

      Except as may be otherwise required by law or by the provision of this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect to each share of stock held by him on all matters voted upon by the
shareholders.


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      C. STOCK DIVIDENDS:

      Dividends may be paid in shares of any class to the holders of shares of
the same or any other class.

      D. RECORD HOLDERS:

      The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim to or interest in any such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof.

      FIFTH: The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process in any action or
proceeding against the Corporation may be served within the State of New York.
The post office address to which the Secretary of State shall mail a copy of any
process in any action or proceeding against the Corporation which may be served
upon him, pursuant to law, is The Corporation, c/o The Prentice-Hall Corporation
System, Inc., 500 Central Avenue, Albany, New York 12206-2290.

      SIXTH:

      A. PREEMPTIVE RIGHTS:

      No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive rights to subscribe for,
purchase or receive any shares of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation.

      B. BOARD OF DIRECTORS:

      (1) Number, Election and Terms:

      The business and affairs of the Corporation shall be managed and
controlled by a Board of Directors consisting of not less than nine (9) nor more
than twenty (20) persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors. At the 1983 Annual Meeting of Stockholders,
the directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1984
Annual Meeting of Stockholders, the term of office of the second class to expire
at the 1985 Annual Meeting of Stockholders and the term of office of the third
class to expire at the 1986 Annual Meeting of Stockholders. At each Annual
Meeting of Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding Annual Meeting of
Stockholders after their election. No person shall serve as a director once he
has attained the age of 72.


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      (2) Newly Created Directorships and Vacancies:

      Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, and directors so chosen shall hold office for a term expiring at the
Annual Meeting of Stockholders at which the term of the class to which they have
been elected expires. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

      (3) Removal:

      Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least 66 2/3% of the voting power of all of the shares of the
Corporation entitled to vote for the election of directors.

      (4) Special Meetings of Stockholders:

      Special meetings of stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors, upon not less than 30 nor more than 50 days' written
notice.

      (5) Amendment, Repeal:

      Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 66 2/3% of the
voting power of all the shares of the Corporation entitled to vote for the
election of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article SIXTH B.

      SEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for any breach of duty in such
capacity except that the liability of a director shall not be limited (1) if a
judgment or other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved in intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
section 719 of the New York Business Corporation Law, or (2) his acts or
omissions occurred prior to the adoption of this provision.

      4. This restatement of the Certificate of Incorporation herein certified
was authorized by the Board of Directors of the Corporation.


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      IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct. Signed on
August 1, 1996.



                                                FOSTER WHEELER CORPORATION




                                                   /s/ Richard J. Swift
                                             ---------------------------------
                                                     Richard J. Swift
                                                  Chairman, President and
                                                  Chief Executive Officer





                                                  /s/ Lisa Fries Gardner
                                             ---------------------------------
                                                    Lisa Fries Gardner
                                               Vice President and Secretary


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