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                                                                     Exhibit 3.1
                                     FORM OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                HAWK CORPORATION


                                    ARTICLE I
                                      NAME

         The name of the corporation is Hawk Corporation (the "Corporation").


                                   ARTICLE II
                    ADDRESS OF REGISTERED OFFICE IN DELAWARE

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


                                   ARTICLE III
                                     PURPOSE

         The Corporation is formed for the purpose of engaging in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as it presently exists or may be
amended in the future (the "Delaware General Corporation Law").


                                   ARTICLE IV
                                CAPITAL STRUCTURE

         4.1     Authorized Capital Stock. The aggregate number of shares of all
classes of stock that the Corporation is authorized to issue is 85,500,000
shares, consisting of:

                 (a) 75,000,000 shares of Class A Common Stock, par value $0.01
per share (the "Class A Common Stock");



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                  (b) 10,000,000 shares of Class B Non-Voting Common Stock, par
value $0.01 per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock"); and

                  (c) 500,000 shares of Serial Preferred Stock, par value $0.01
per share (the "Preferred Stock").

         4.2      Class A Common Stock and Class B Common Stock.

                  (a) Powers, Preferences and Rights. Except as may be provided
by this Certificate of Incorporation or by the Delaware General Corporation Law,
the powers, preferences and rights of the Class A Common Stock and the Class B
Common Stock, and the qualifications, limitations or restrictions thereof, shall
be in all respects identical.

                  (b) Voting Rights. Except as may be provided by this
Certificate of Incorporation or by the Delaware General Corporation Law, all
rights to vote and all voting power shall be vested exclusively in the holders
of the Class A Common Stock. Each holder of Class A Common Stock shall be
entitled to one vote for each share held of record on the applicable record date
on all matters presented for a vote of the stockholders of the Corporation,
including, without limitation, the election of directors. Except as otherwise
required by the Delaware General Corporation Law, the holders of Class B Common
Stock shall not be entitled to vote on any matters to be voted on by the
stockholders of the Corporation.

                  (c) Dividends; Recapitalizations. Except as may be provided by
this Certificate of Incorporation or by the Delaware General Corporation Law,
if, as and when dividends on the Class A Common Stock and the Class B Common
Stock are declared payable from time to time by the Board as provided in this
Section 4.2(c), whether payable in cash, property, stock or other securities,
the holders of Class A Common Stock and the holders of Class B Common Stock
shall be entitled to share equally, on a per share basis, in such dividends;
provided, however, that (i) if dividends are declared that are payable in shares
of Class A Common Stock, or in shares of Class B Common Stock, dividends shall
be declared that are payable at the same rate on both classes of stock and the
dividends payable in shares of Class A Common Stock shall be payable only to
holders of Class A Common Stock and dividends payable in shares of Class B
Common Stock shall be payable only to holders of Class B Common Stock, and (ii)
if the dividends consist of other voting securities of the Corporation, the
Corporation shall make available to each holder of Class B Common Stock, at such
holder=s written request, dividends consisting of non-voting securities (except
as otherwise required by the Delaware General Corporation Law) of the
Corporation which non-voting securities are otherwise identical to such voting
securities and are convertible into such voting securities on the same terms as
the Class B Common Stock is convertible into the Class A Common Stock. If the
Corporation shall in any manner split, subdivide, combine or reclassify the
outstanding shares of Class A Common Stock or Class B Common Stock, the
outstanding shares of the other such class of common stock shall be
proportionally split, subdivided, combined or reclassified in the same manner
and on the same basis as the outstanding shares of Class A Common Stock or Class
B Common Stock, as the case may be, have been subdivided or combined or
reclassified.

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                  (d) Mergers and Consolidations. In case of any merger or
consolidation of the Corporation with any other entity as a result of which the
holders of Class A Common Stock shall be entitled to receive cash, property,
stock or other securities with respect to or in exchange for Class A Common
Stock, or in case of any sale or conveyance of all or substantially all of the
assets of the Corporation, a holder of one share of Class B Common Stock shall
have the right thereafter, so long as the conversion rights set forth in Section
4.2(e) hereof shall exist, to convert such share of Class B Common Stock into
the kind and amount of cash, property, stock or other securities receivable upon
such consolidation, merger, sale or conveyance by a holder of one share of Class
A Common Stock, and shall have no other conversion rights with regard to such
share of Class B Common Stock. The provisions of this Section 4.2(d) shall
similarly apply to successive mergers, consolidations, sales or conveyances.

                  (e)      Conversion of Class B Common Stock.

                           (i) Conversion at Qualified Public Offering. Each
         share of Class B Common Stock sold in an underwritten public offering
         pursuant to an effective registration statement under the Securities
         Act of 1933, as amended (a "Public Offering"), shall automatically be
         converted into an equal number of shares of Class A Common Stock
         immediately upon the closing of such sale.

                           (ii) Conversion Upon Certain Transfers. Each share of
         Class B Common Stock shall be converted into an equal number of shares
         of Class A Common Stock upon the written request (the "Conversion
         Request") of any third party transferee ("Transferee") acquiring such
         shares of Class B Common Stock from any holder of Class B Common Stock
         so long as such Transferee (A) is not an affiliate of the transferor of
         such Class B Common Stock and (B) makes such Conversion Request within
         fifteen days of the date such Class B Common Stock is transferred by
         such transferor to such Transferee.

                           Other than as set forth in Section 4.2(d) and in this
Section 4.2(e), a holder of Class B Common Stock shall have no conversion
rights with respect to such Class B Common Stock.

                  (f) Conversion Procedures. Any holder of shares of Class B
Common Stock desiring to convert such shares, or any such holder whose shares
shall have been automatically converted, into shares of Class A Common Stock
shall surrender the certificate or certificates representing the Class B Common
Stock being converted, or so converted, duly assigned or endorsed for transfer
to the Corporation (or accompanied by duly executed stock powers relating
thereto), at the principal executive office of the Corporation, or at such
office of a transfer agent for the Class B Common Stock or office in the
continental United States of an agent for conversion as may from time to time be
designated by notice to the holders of the Class B Common Stock by the
Corporation, accompanied by written notice of conversion. Such notice of
conversion shall specify (i) the number of shares of Class B Common Stock which
are the subject of such conversion, (ii) the name or names in which such holder
wishes the certificate or certificates for Class A Common Stock and for any
Class B Common Stock not to be so


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converted to be issued, (iii) the address to which such holder wishes delivery
to be made of such new certificates to be issued upon such conversion, (iv) the
date upon which the person giving such notice acquired the Class B Common Stock
which is the subject of such notice of conversion and (v) that the conversion of
such Class B Common Stock is required pursuant to Section 4.2(e)(i) above or
permitted pursuant to Section 4.2(e)(ii) above. Upon surrender of a certificate
representing Class B Common Stock for conversion, the Corporation shall issue
and send by hand delivery, by courier or by overnight or first class mail
(postage prepaid) to the holder thereof or to such holder=s designee, at the
address designated by such holder, a certificate or certificates for the number
of shares of Class A Common Stock to which such holder shall be entitled upon
conversion. In the event that there shall have been surrendered a certificate or
certificates representing Class B Common Stock, only part of which are to be
converted, the Corporation shall issue and send to such holder or such holder=s
designee, in the manner set forth in the preceding sentence, a new certificate
or certificates representing the number of Class B Common Stock which shall not
have been converted. The issuance of certificates representing shares of Class A
Common Stock issuable upon the conversion of shares of Class B Common Stock by
the registered holder thereof pursuant to the provisions of this Certificate of
Incorporation shall be made without charge to the converting holder for any tax
imposed on the Corporation in respect of the issue thereof; provided that the
Corporation shall not be required to pay any tax which may be payable with
respect to any transfer involved in the issue and delivery of any certificate in
a name other than that of the registered holder of the shares of Class B Common
Stock being converted, and the Corporation shall not be required to issue or
deliver any such certificate unless and until the person requesting the issue
thereof shall have paid the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid. Shares of the Class
B Common Stock converted into Class A Common Stock as provided in this Section
4.2(f) shall resume the status of authorized but unissued shares of Class B
Common Stock.

                  (g) Effective Date of Conversion. The issuance by the
Corporation of shares of Class A Common Stock upon a conversion of Class B
Common Stock into Class A Common Stock pursuant to Section 4.2(e)(i) above shall
be deemed to be effective upon the consummation or closing of the sale pursuant
to the Public Offering covering such Class B Common Stock. The issuance by the
Corporation of shares of Class A Common Stock upon conversion of Class B Common
Stock into Class A Common Stock pursuant to Section 4.2(e)(ii) above shall not
be deemed to be effective until receipt of a timely and complete Conversion
Request from the Transferee, reasonably satisfactory in form and substance to
the Corporation. The person or persons entitled to receive the Class A Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Class A Common Stock as of the
effective date of conversion.

                  (h) Liquidating Distributions. Upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or upon any sale or conveyance of all or substantially all of the assets of the
Corporation, after payment or provision for payment of all the liabilities of
the Corporation and the expenses of liquidation, and after the holders of the
Preferred Stock shall have been paid in full the amounts, if any, to which they
are entitled or a sum sufficient for such payment in full shall have been set
aside, the remaining assets of the


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Corporation available for distribution shall be distributed ratably to the
holders of the Class A Common Stock and Class B Common Stock in accordance with
their respective rights and interests. For the purpose of this Section 4.2(h),
such a merger, consolidation, sale or conveyance shall not be deemed to be a
liquidation or winding up of the Corporation unless the transaction provides for
the cessation of the business of the Corporation.

                  (i) Reservation of Class A Common Stock. The Corporation shall
at all times reserve and keep available out of its authorized and unissued Class
A Common Stock, solely for issuance upon the conversion of Class B Common Stock
as herein provided, free from any preemptive rights or other obligations, such
number of shares of Class A Common Stock as shall from time to time be issuable
upon the conversion of all the Class B Common stock then outstanding; provided
that, except as provided in this Certificate of Incorporation, the shares of
Class A Common Stock so reserved shall not be reduced or affected in any manner
whatsoever so long as any shares of Class B Common Stock are outstanding.

         4.3 Amendment and Waiver. No amendment, modification or waiver of any
provisions of Sections 4.1 or 4.2 hereof or of this Section 4.3 which adversely
affects the rights, preferences or privileges of the Class A Common Stock or
Class B Common Stock shall be effective without the consent of the holders of at
least 51% of the outstanding shares of Class A Common Stock and at least 51% of
the outstanding shares of Class B Common Stock.

         4.4      Preferred Stock.

                  (a) Designations by Board. The Preferred Stock may be issued
from time to time in one or more classes or series with such voting rights, full
or limited, or without voting rights, and with such designations, preferences
and relative, participating, optional or special rights, and qualifications,
limitations or restrictions as are stated herein and as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board as hereinafter prescribed.

                  (b) Terms of the Preferred Stock. Subject to the rights of the
holders of the Class A Common Stock and Class B Common Stock, authority is
hereby expressly granted to and vested in the Board to authorize the issuance of
the Preferred Stock from time to time in one or more classes or series, to
determine and take necessary proceedings to fully effectuate the issuance and
redemption of any such Preferred Stock and, with respect to each class or series
of Preferred Stock, to fix and state from time to time, by resolution or
resolutions providing for the issuance thereof, the following:

                           (i)  the number of shares to constitute the
class or series and the designations thereof;

                           (ii) whether the class or series is to have voting
rights, full or limited, or to be without voting rights;


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                         (iii) the preferences and relative, participating,
        optional or special rights, if any, and qualifications, limitations or
        restrictions thereof, if any, of the class or series;

                         (iv) whether the shares of the class or series will be
        redeemable and, if redeemable, the redemption price or prices and the
        time or times at which, and the terms and conditions upon which, such
        shares will be redeemable and the manner of redemption;

                         (v) whether the shares of the class or series will be
        subject to the operation of retirement or sinking funds to be applied to
        the purchase or redemption of such shares for retirement and, if such
        retirement or sinking funds are to be established, the annual amount
        thereof and the terms and conditions relative to the operation thereof;

                         (vi) the dividend rate, whether dividends are payable
        in cash, stock or otherwise, the conditions upon which and the times
        when such dividends are payable, the preference or relation to the
        payment of dividends on any other class or series of stock, whether or
        not such dividends will be cumulative or noncumulative and, if
        cumulative, the date or dates from which such dividends will accumulate;

                         (vii) the preferences, if any, and the amounts thereof
        that the holders of the class or series will be entitled to receive upon
        the voluntary or involuntary dissolution, liquidation or winding up of,
        or upon any distribution of the assets of, the Corporation;

                         (viii) whether the shares of the class or series will
        be convertible into, or exchangeable for, the shares of any other class
        or classes, or of any other series of the same or any other class or
        classes, of stock of the Corporation and the conversion price or prices,
        or ratio or ratios, or rate or rates, at which such conversion or
        exchange may be made, with such adjustments, if any, as shall be
        expressed or provided for in such resolution or resolutions; and

                         (ix) such other special rights and protective
        provisions with respect to the class or series as the Board may deem
        advisable.

                         The shares of each class or series of Preferred Stock
may vary from the shares of any other class or series thereof in any or all of
the foregoing respects. The Board may from time to time increase the number of
shares of Preferred Stock designated for any existing class or series by a
resolution adding to such class or series authorized but unissued shares of
Preferred Stock not designated for any other class or series thereof. The Board
may from time to time decrease the number of shares of Preferred Stock
designated for any existing class or series by a resolution subtracting from
such class or series unissued shares of Preferred Stock designated for such
class or series, and the shares so subtracted shall become authorized, unissued
and undesignated shares of Preferred Stock.


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                                    ARTICLE V
                                  INCORPORATORS

        The name and mailing address of the incorporator is 1600 CNB Corp., 1375
East Ninth Street, Cleveland, Ohio 44114.


                                   ARTICLE VI
                  INDEMNIFICATION AND LIMITATIONS OF LIABILITY

        6.1     Indemnification Rights.

                (a) To the maximum extent permitted under the Delaware General
Corporation Law, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys=
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding.

                (b) To the maximum extent permitted under the Delaware General
Corporation Law, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit.

        6.2     Advancement of Expenses.

                (a) To the maximum extent permitted under the Delaware General
Corporation Law, the Corporation shall pay all expenses (including attorneys'
fees) actually and reasonably incurred by any person by reason of the fact that
such person is or was a director of the Corporation in defending any civil,
criminal, administrative or investigative action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized by the Delaware General Corporation Law.


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                   (b) To the maximum extent permitted under the Delaware
General Corporation Law, the Corporation shall pay all expenses (including
attorneys fees) actually and reasonably incurred by any person by reason of the
fact that such person is or was an officer of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or proceeding
(other than an action by the Corporation on its own behalf, it being understood
that such an action does not include any derivative suit instituted by a
stockholder of the Corporation) in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized by the Delaware
General Corporation Law.

         6.3       Limited Liability. To the maximum extent permitted under the
Delaware General Corporation Law, a director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for the
breach of his fiduciary duty as a director.

         6.4       Nonexclusivity and Benefit. The indemnification rights
granted pursuant to this Article shall not be exclusive of other indemnification
rights, if any, granted to such person and shall inure to the benefit of the
heirs and legal representatives of such person.

         6.5       Effect of Repeal, Amendment or Termination. To the maximum
extent permitted under the Delaware General Corporation Law, no repeal of or
restrictive amendment of this Article and no repeal, restrictive amendment or
termination of effectiveness of any law authorizing this Article will apply to
or affect adversely any right or protection of any director, officer, employee
or agent of the Corporation, for or with respect to any acts or omissions of
such person occurring prior to such repeal, amendment or termination of
effectiveness.

         6.6       Retroactive Effect. To the maximum extent permitted under the
Delaware General Corporation Law, the indemnification and advancement of
expenses provided by this Article will apply with respect to acts or omissions
occurring prior to the adoption of this Article.


                                   ARTICLE VII
               BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

        Section 203 of the Delaware General Corporation Law shall not apply to
"any business combination with any interested stockholder" (as defined in
Section 203 of the Delaware General Corporation Law) of the Corporation.


                                  ARTICLE VIII
                    ELIMINATION OF WRITTEN BALLOT REQUIREMENT

        The election of directors of the Corporation need not be by written
ballot.



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                                   ARTICLE IX
                               AMENDMENT OF BYLAWS

        In furtherance and not in limitation of the power conferred upon the
Board by the Delaware General Corporation Law, the Board shall have the power to
make, adopt, alter, amend and repeal from time to time the Bylaws of this
Corporation without any action on the part of the stockholders.



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