EXHIBIT 3.1
                                                      PITTWAY CORPORATION
                                                      JUNE 30, 1998

                                                      FORM 10-Q

                                   RESTATED


                         CERTIFICATE OF INCORPORATION

                                      OF

                            STANDARD SHARES, INC.

                              _________________


      Standard Shares, Inc. (the 'Corporation') was originally incorporated as 
Standard Power and Light Corporation.  The Corporation's original Certificate 
of Incorporation was filed with the Secretary of State of Delaware on June 20, 
1925.  This Restated Certificate of Incorporation was proposed to the 
stockholders of the Corporation by the Board of Directors on May 8, 1984 and 
duly adopted in accordance with the provisions of Sections 242 and 245 of the 
General Corporation Law of Delaware by an affirmative vote of the holders of 
two-thirds of all outstanding stock entitled to vote at the annual meeting of 
stockholders of the Corporation held in Chicago, Illinois on June 22, 1984.

      FIRST:  The name of this Corporation is STANDARD SHARES, INC.

      SECOND:  Its principal office in the State of Delaware is located at No. 
100 West 10th Street, in the City of Wilmington, County of New Castle.  The 
name and address of its resident agent is THE CORPORATION TRUST COMPANY, No. 
100 West 10th Street, Wilmington, Delaware.

      THIRD:  The purpose of the Corporation is to engage in any lawful act or 
activity for which corporations may be organized under the General Corporation 
Law of the State of Delaware and to act as a statutory agent for other 
corporations.

      FOURTH:  1. The total number of shares of all classes of capital stock 
which the Corporation shall have authority to issue is eight million 
(8,000,000) shares of which two million (2,000,000) shares shall be designated 
Preferred Stock with no par value and six million (6,000,000) shares shall be 
designated Common Stock of the par value of One Dollar ($1.00) per share.

      The designations and powers, preferences and rights, and the 
qualifications, limitations or restrictions of the Preferred Stock and the 
Common Stock of the Corporation are set forth in the following provisions:

      (I)  Preferred Stock

           Shares of Preferred Stock may be issued from time to time in one or 
      more series.  All shares of any one series of Preferred Stock shall be 
      identical in all respects except that shares of any one series issued at 

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      different times may differ as to the dates from which dividends thereon 
      shall be cumulative.  Subject to the Certificate of Incorporation, 
      authority is expressly granted to the Board of Directors to authorize the 
      issuance of one or more series of Preferred Stock, and to fix by 
      resolution or resolutions providing for the issuance of each such series 
      the voting powers, designations, preferences, and relative, 
      participating, optional or other special rights, and qualifications, 
      limitations or restrictions of such series, to the full extent now or 
      hereafter permitted by law, including but not limited to the following:

            (1)  The distinctive designations of such series and the number of 
         shares which shall constitute such series, which number may be 
         increased (except where otherwise provided by the Board of Directors 
         in creating such series) or decreased (but not below the number of 
         shares thereof then outstanding) from time to time by action of the 
         Board of Directors;

            (2)  The dividend rights of such series (including, without 
         limitation, the right, if any, of the holders of shares of such series
         to participate with the holders of the outstanding shares of Common 
         Stock in any distribution of dividends in excess of the preferential 
         dividend fixed for shares of such series and the terms and conditions 
         of such participation), the extent, if any, to which such dividends 
         shall be cumulative, the conditions upon which and/or the dates when 
         such dividends shall be payable and the date from which dividends on 
         cumulative series shall accrue and be cumulative;

            (3)  Whether such series shall be redeemable and, if so, the terms 
         and conditions of such redemption, including the time or times when 
         and the price or prices at which shares of such series shall be 
         redeemed, which price or prices may vary at different redemption dates
         or otherwise as permitted by law;

            (4)  The rights of such series in the event of the voluntary or 
         involuntary liquidation, merger, consolidation, dissolution, winding 
         up or distribution or sale of the assets of the Corporation;

            (5)  The terms and conditions, if any, upon which the shares of 
         such series shall be convertible into or exchangeable for shares of 
         any other series, class or classes, or any other securities, including
         without limitation provisions for the adjustment of the conversion 
         rate in such events as the Board of Directors may determine; and

            (6)  The voting powers, if any, of the holders of shares of such 
         series which may, without limiting the generality of the foregoing, 
         include (i) the right to more or less than one vote per share on any 
         or all matters voted upon by the stockholders, or (ii) the right, 
         voting as a series by itself or with other series of Preferred Stock 
         or all series of Preferred Stock as a class, to elect one or more 
         directors of the Corporation if there shall have been a default in the
         payment of dividends on any one or more series of Preferred Stock or 
         under such other circumstances or on such particular matters as the 
         Board of Directors may determine.

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      (II)  Common Stock

            (1)  Subject to provisions of law and the preferences of the 
         Preferred Stock and of any other stock ranking prior to the Common 
         Stock as to dividends, and after the Corporation shall have complied 
         with all requirements, if any, with respect to the setting aside of 
         sums as sinking funds or redemption or purchase accounts, the holders 
         of shares of Common Stock shall be entitled to receive dividends at 
         such times and in such amounts as may be determined by the Board of 
         Directors.

            (2)  Except as otherwise provided by law and in the Certificate of 
         Incorporation or except as determined pursuant to authority of the 
         Board of Directors as provided in this Article Fourth, all voting 
         rights shall be vested exclusively in the holders of the outstanding 
         shares of Common Stock and each such holder shall be entitled to one 
         vote per share for all purposes for each share of Common Stock held
         of record by him.

            (3) In the event of any voluntary or involuntary liquidation, 
         dissolution or winding up of the Corporation, after payment or provi-
         sion for payment of the debts and other liabilities of the 
         Corporation and the preferential amounts to which the holders of 
         shares of any stock ranking prior to the Common Stock in distribution 
         of assets shall be entitled upon liquidation, dissolution, or winding 
         up of the Corporation, the holders of shares of Common Stock shall be 
         entitled to share in the remaining assets of the Corporation according
         to their respective interests.

      2.  Except as otherwise provided by law, the presence, in person or by 
proxy, of the holders of a majority of the shares of the stock of the 
Corporation issued, outstanding and entitled to vote thereat shall be requisite
and shall constitute a quorum at any meeting of the stockholders.  If at any 
meeting of stockholders there shall be less than a quorum so present, the 
stockholders present in person or by proxy and entitled to vote thereat, 
without further notice, may adjourn the meeting from time to time until a 
quorum shall be present, but no business shall be transacted at any such 
adjourned meeting except such as might have been lawfully transacted had the 
meeting not been adjourned.

      3.  The holders of certificates representing shares of common stock and 
common stock, Series B, of this Corporation heretofore authorized, issued and 
outstanding (old common stock and old common stock, Series B, respectively) 
shall have no rights under the old certificates of this Corporation except
the right to receive, in lieu of such certificates, certificates for shares of 
common stock, at the rate of one share of such common stock for each share of 
old common stock, and for each share of old common stock, Series B, and pending
such receipt, the holders of old common stock and old common stock, Series B, 
shall have the rights to which they would be entitled upon receipt of such 
common stock of the Corporation.

      4.  Without the affirmative vote, or consent in writing, of the holders 
of at least two-thirds (2/3) of the full number of shares of common stock 
issued and outstanding, the Corporation shall not have power:


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            (a)  To liquidate, dissolve or wind up its affairs;

            (b)  To merge or consolidate with any other corporation, 
         association, trust, partnership or entity; or

            (c)  To sell, exchange, assign, convey, transfer or in any other 
         way dispose of all or substantially all of its property and assets, 
         including its good will and its corporate franchises, in one 
         transaction or in a series of related transactions.

      Notwithstanding the foregoing, no vote or consent of the stockholders of
the Corporation shall be necessary to authorize a merger if (1) the Corporation
is a constituent corporation which survives the merger, (2) the agreement of 
merger does not change the name or authorized shares of any class or otherwise 
amend the certificate of incorporation of the Corporation, and (3) the 
authorized unissued shares or the treasury shares of any class of the 
Corporation to be issued or delivered under the plan of merger do not exceed 15
per cent of the shares of the Corporation of the same class outstanding 
immediately prior to the effective date of the merger.

      Without the affirmative vote, or consent in writing, of the holders of at
least two-thirds (2/3) of the full number of shares of common stock issued and 
outstanding, the Corporation shall not have the power to amend this Section 4 
of this Article Fourth.

      FIFTH:  This Corporation is to have perpetual existence.

      SIXTH:  The following provisions are made for the management of the 
business and for the conduct of the affairs of the Corporation, including 
provisions creating, defining, limiting and regulating the powers of the 
Corporation, the directors and the stockholders, to wit:

      1.  Any contract or other transaction between the Corporation and one or 
more of its directors, or between the Corporation and any firm of which one or 
more of its directors are members or employees, or in which they are 
interested, or between the Corporation and any corporation or association of 
which one or more of its directors are shareholders, members, directors, 
officers, or employees, or in which they are interested, shall be valid for 
all purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors of the Corporation which acts upon, or in 
reference to, such contract or transaction, if the fact of such interest shall 
be disclosed or known to the Board of Directors and the Board of Directors 
shall, nevertheless, authorize, approve and ratify such contract or transaction
by a vote of a majority of the directors present, such interested director or 
directors to be counted in determining whether a quorum is present, but not to 
be counted in calculating the majority necessary to carry such vote; and no 
director or directors having such adverse interest shall be liable to the 
Corporation or to any stockholder or creditor thereof, or to any other person, 
for any loss incurred by it under or by reason of such contract or transaction;
nor shall any such director or directors be accountable for any gains or 
profits realized thereon; always provided, however, that such contract or 
transaction shall at the time at which it was entered into have been a 
reasonable one to have been entered into and shall have been upon terms that at
the time were fair, and any such contract or transaction shall be prima facie 


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presumed to have been a fair and reasonable one to have been entered into and 
upon terms that at the time were fair.  This Section 1 of this Article Sixth 
shall not be construed to invalidate any contract or other transaction which 
would otherwise be valid under the common or statutory law applicable thereto.

      2.  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 (including any action by or in the right of the Corporation) by 
reason of the fact that he 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 him in connection with such action, suit, or proceeding to the 
fullest extent permitted by law.  The indemnification provided by this Section 
shall not be deemed exclusive of any other rights to which any person may be 
entitled under any By-Law, agreement, vote of stockholders or disinterested 
directors, or otherwise, both as to action in his official capacity and as to 
action in another capacity while holding such office, and shall continue, as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, administrators and personal 
representatives of such a person.

      3.  Whenever a compromise or arrangement is proposed between this 
Corporation and its creditors or any class of them and/or between this 
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 this Corporation or of any creditor or stockholder thereof, or on the 
application of any receiver or receivers appointed for this Corporation under 
the provisions of 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 this Corporation under the provisions of 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 this Corporation, as the
case may be, to be summoned in such manner as the said court directs.  If a 
majority in number representing three-fourths (3/4) in value of the creditors 
or class of creditors, and/or of the stockholders or class of stockholders of 
this Corporation, as the case may be, agree to any compromise or arrangement, 
and to any reorganization of this 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 this Corporation, as the case
may be, and also on this Corporation.

      SEVENTH:  In furtherance and not in limitation of the powers conferred by 
statute, but subject in all respects to the provisions of the foregoing 
Articles Fourth and Sixth, the Board of Directors is expressly authorized.

      1. To make, amend, alter, change, add to or repeal the By-Laws for the 
Corporation, without any action on the part of the stockholders; provided that 



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no By-Law which is subject to the provision that the same may not be amended, 
altered, changed, added to or repealed without action on the part of the 
stockholders or some portion or percentage thereof, or action by some portion 
or percentage of the Board of Directors, may be amended, altered, changed, 
added to or repealed without such designated action on the part of such 
stockholders or by the Board of Directors.  The By-Laws made by the directors 
may be amended, altered, changed, added to or repealed by the stockholders, 
subject to the foregoing provisions.

      2.  By the affirmative vote therefor of the majority of the full Board of
Directors, to designate one or more committees, which, to the extent provided 
in said resolution or in the By-Laws of the Corporation, shall have and may 
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it.

      Signed and attested to on the 22nd day of June, 1984.


ATTEST:                                        _______________________________
                                               President
___________________________                    
Secretary














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