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                                                                    EXHIBIT 4.3


                            ARTICLES OF RESTATEMENT
                                       OF
                             ENPRO INDUSTRIES, INC.


         The undersigned corporation hereby submits these Articles of
Restatement for the purpose of integrating into one document its original
articles of incorporation and all amendments thereto and also for the purpose
of amending its articles of incorporation:

         1.       The name of the corporation is EnPro Industries, Inc.

         2.       Attached hereto as an exhibit are the restated articles of
incorporation, which contain amendments to the articles of incorporation
requiring shareholder approval.

         3.       The restated articles of incorporation of the corporation
were adopted by the sole shareholder of the corporation on the 21st day of May,
2002, in the manner prescribed by law.

         4.       The restated articles of incorporation shall be effective at
12:00 p.m. (Charlotte, North Carolina time) on May 31, 2002. This the 22nd day
of May, 2002.


                                    ENPRO INDUSTRIES, INC.


                                    By:  /s/ Richard L. Magee
                                       ----------------------------------------
                                       Richard L. Magee, Secretary


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                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                             ENPRO INDUSTRIES, INC.


         1.       The name of the corporation is EnPro Industries, Inc.
(hereinafter the "Corporation").

         2.       The number of shares the Corporation is authorized to issue
is One Hundred Fifty Million (150,000,000), divided into One Hundred Million
(100,000,000) shares of common stock, par value of one cent ($.01) per share,
and Fifty Million (50,000,000) shares of preferred stock, par value of one cent
($.01) per share.

         The preferences, limitations and relative rights of each class and
series of shares are as follows:

         (a)      Common Stock

         Shares of common stock shall be entitled to one vote per share and to
all other rights of shareholders subject only to any rights granted to
preferred stock under subparagraph (b) of this Article 2.

         (b)      Preferred Stock

         The preferred stock may be issued in one or more series with such
designations, preferences, limitations, and relative rights as the Board of
Directors may determine from time to time in accordance with applicable law.

         3.       The address of the registered office of the Corporation in
the State of North Carolina is 225 Hillsborough Street, Raleigh, Wake County,
North Carolina 27603; and the name of its registered agent at such address is
CT Corporation System.

         4.       The name and address of the incorporator are Richard L.
Magee, Four Coliseum Centre, 2730 Tyvola Road, Charlotte, Mecklenburg County,
North Carolina 28217.

         5.       (a) The number of directors of the Corporation shall be not
less than five (5) nor more than eleven (11); provided that, in the event that
the number of directors is set at nine (9) or more, the number of directors of
the Corporation thereafter shall be not less than nine (9) nor more than eleven
(11). The number of directors of the Corporation may be increased or decreased,
from time to time, within the range above specified, by the Board of Directors
and by the shareholders by a majority of the votes then entitled to be cast for
the election of directors; provided, however, that the tenure of office of a
director shall not be affected by any decrease in the number of directors so
made by the Board of Directors or the shareholders.

         (b)      (i) In the event that the number of directors is set at nine
(9) or more, the directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the Board
of Directors. Prior to the annual meeting of shareholders next following


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the initial setting of the number of directors at nine (9) or more, the Board
of Directors shall determine which directors shall be designated as Class I,
Class II and Class III directors. The term of the initial Class I directors
shall terminate such next following annual meeting of shareholders; the term of
the initial Class II directors shall terminate on the date of the second
following annual meeting of shareholders; and the term of the initial Class III
directors shall terminate on the date of the third following annual meeting of
shareholders. At each such annual meeting of shareholders and at subsequent
annual meetings, successors to the class of directors whose term expires at
that annual meeting shall be elected for three-year terms. Those persons who
receive the highest number of votes at a shareholders meeting at which a quorum
is present shall be deemed to have been elected.

                  (ii)     If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, but in no case shall a
decrease in the number of directors constituting the Board of Directors shorten
or otherwise affect the tenure of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office.

                  (iii)    Notwithstanding the foregoing, whenever the holders
of any one or more classes or series of preferred shares issued by the
Corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of these Articles of Incorporation or the
resolution or resolutions adopted by the Board of Directors pursuant to Article
2(b) of these Articles of Incorporation applicable thereto, and such directors
so elected shall not be divided into classes pursuant to this Article 5(b)
unless expressly provided by the terms of such preferred stock.

         (c)      Vacancies in the Board of Directors, except for vacancies
resulting from an increase in the number of directors, shall be filled only by
a majority vote of the remaining directors then in office, though less than a
quorum, except that vacancies resulting from removal from office by a vote of
the shareholders may be filled by the shareholders at the same meeting at which
such removal occurs. Vacancies resulting from an increase in the number of
directors shall be filled only by a majority vote of the Board of Directors.
Any director elected to fill a vacancy shall hold office until the next
shareholders meeting at which directors are elected.

         (d)      Except as otherwise provided herein, any of the directors or
the entire Board of Directors, as the case may be, may be removed at any time,
but only for cause, by a vote of the shareholders in which the votes cast to
remove such director(s) or the entire Board of Directors, as the case may be,
is at least a majority of the votes entitled to be cast for the election of
such director(s). Cause for removal shall be deemed to exist only if the
director(s) whose removal is proposed has been convicted in a court of
competent jurisdiction of a felony or has been adjudged by a court of competent
jurisdiction to be liable for fraudulent or dishonest conduct, or gross abuse
of authority or discretion, with respect to the Corporation, and such
conviction or adjudication has become final and non-appealable. If a director
is elected by a voting group of shareholders, only the shareholders of that
voting group may participate in the vote to remove such director. A director
may not be removed by the shareholders at a meeting unless the notice


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of the meeting states the purpose, or one of the purposes, of the meeting is
removal of the director. If any directors are so removed, new directors may be
elected to fill the resulting vacancies at the same meeting.

         6.       To the fullest extent permitted by the North Carolina
Business Corporation Act as it exists or may hereafter be amended, no person
who is serving or who has served as a director of the Corporation shall be
personally liable to the Corporation or any of its shareholders for monetary
damages for breach of duty as a director. No amendment or repeal of this
Article, nor the adoption of any provision to these Articles of Incorporation
inconsistent with this Article, shall eliminate or reduce the protection
granted herein with respect to any matter that occurred prior to such
amendment, repeal or adoption.

         7.       Any person (1) who at any time serves or has served as a
director of the Corporation, or (2) who, while serving as a director of the
Corporation, serves or has served at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a trustee, other
fiduciary or administrator under an employee benefit plan, shall have a right
to be indemnified by the Corporation to the fullest extent permitted by law
against (i) expenses, including attorneys' fees, incurred by him or her in
connection with any threatened, pending or completed civil, criminal,
administrative, investigative or arbitrative action, suit or proceeding (and
any appeal therein), whether or not brought by or on behalf of the Corporation,
seeking to hold him or her liable by reason of the fact that such person is or
was acting in such capacity, and (ii) payments made by such person in
satisfaction of any liability, judgment, money decree, fine (including an
excise tax assessed with respect to an employee benefit plan), penalty or
settlement for which he or she may have become liable in any such action, suit
or proceeding. To the fullest extent from time to time permitted by law, the
Corporation agrees to pay the indemnitee's expenses, including attorneys' fees
and expenses incurred in defending any such action, suit, or proceeding in
advance of the final disposition of such action, suit, or proceeding and
without requiring a preliminary determination of the ultimate entitlement to
indemnification; provided that, the indemnified party first provides the
Corporation with (i) a written affirmation of the indemnified party's good
faith belief that such party meets the standard of conduct necessary for
indemnification under the laws of the State of North Carolina and (ii) a
written undertaking by or on behalf of such indemnified party to repay the
amount advanced if it shall ultimately be determined by a final judicial
decision from which there is no further right to appeal that the applicable
standard of conduct has not been met. The foregoing rights of the indemnitee
hereunder shall inure to the benefit of the indemnitee, whether or not he or
she is a director at the time such liabilities are imposed or expenses are
incurred.

         The Board of Directors of the Corporation shall take all such action
as may be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this Article 7, including without limitation,
making a determination that indemnification is permissible in the circumstances
and a good faith evaluation of the manner in which the claimant for indemnity
acted and of the reasonable amount or indemnity due him. The Board of Directors
may appoint a committee or special counsel to make such determination and
evaluation. The Board may give notice to, and obtain approval by, the
shareholders of the Corporation for any decision to indemnify, provided, that
the indemnitee's rights under this Article 7 may not be conditioned upon any
such notice or approval. The right to indemnification and the payment of
expenses


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incurred in defending any action, suit or proceeding provided by this Article 7
shall not be exclusive of any other right that any person may have or hereafter
acquire under any law, provision of these Articles of Incorporation, the
Bylaws, agreement, resolution adopted by the shareholders or the Board of
Directors or otherwise. No amendment or repeal of this Article, nor the
adoption of any provision to these Articles of Incorporation inconsistent with
this Article, shall eliminate or reduce the rights granted herein with respect
to any matter giving rise to any such action, suit or proceeding that occurred
prior to such amendment, repeal or adoption.

         8.       The provision of Article 9 of the North Carolina Business
Corporation Act entitled "The North Carolina Shareholder Protection Act" and of
Article 9A entitled "The North Carolina Control Share Acquisition Act" shall
not be applicable to the Corporation.

         9.       (a) Any direct or indirect purchase or other acquisition by
the Corporation of shares of Voting Stock (as hereinafter defined) from an
Interested Shareholder (as hereinafter defined) who has beneficially owned such
securities for less than two years prior to the date of such purchase or any
agreement in respect thereof, other than pursuant to an offer to the holders of
all of the outstanding shares of the same class as those so purchased, at a per
share price in excess of the Market Price (as hereinafter defined), at the time
of such purchase or any agreement in respect thereof (whichever is earlier), of
the shares so purchased, shall require the affirmative vote of the holders of a
majority of the voting power of the Voting Stock not beneficially owned by the
Interested Shareholder, voting together as a single class.

         (b)      In addition to any affirmative vote required by law or these
Articles of Incorporation:

                  (i)      Any merger or consolidation of the Corporation or
                           any Subsidiary (as hereinafter defined) with (i) any
                           Interested Shareholder or (ii) any other corporation
                           (whether or not itself an Interested Shareholder)
                           which is, or after such merger or consolidation
                           would be, an Affiliate (as hereinafter defined) of
                           an Interested Shareholder;

                  (ii)     Any sale, lease, exchange, mortgage, pledge,
                           transfer, or other disposition (in one transaction
                           or a series of transactions) to or with any
                           Interested Shareholder or any Affiliate of any
                           Interested Shareholder of any assets of the
                           Corporation or any Subsidiary having an aggregate
                           Fair Market Value (as hereinafter defined) of
                           $10,000,000 or more;

                  (iii)    The issuance or transfer by the Corporation or any
                           Subsidiary (in one transaction or a series of
                           transactions) of any equity securities (including
                           any securities that are convertible into equity
                           securities) of the Corporation or any Subsidiary
                           having an aggregate Fair Market Value of $10,000,000
                           or more to any Interested Shareholder or any
                           Affiliate of any Interested Shareholder in exchange
                           for cash, securities, or other property (or
                           combination thereof);

                  (iv)     The adoption of any plan or proposal for the
                           liquidation or dissolution of the Corporation
                           proposed by or on behalf of an Interested
                           Shareholder or any Affiliate of any Interested
                           Shareholder; or


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                  (v)      Any reclassification of securities (including any
                           reverse stock split), or recapitalization of the
                           Corporation, or any merger or consolidation of the
                           Corporation with any of its Subsidiaries, or any
                           other transaction (whether or not with or into or
                           otherwise involving an Interested Shareholder) which
                           has the effect, directly or indirectly, of
                           increasing the proportionate share of the
                           outstanding shares of any class of equity securities
                           (including any securities that are convertible into
                           equity securities) of the Corporation or any
                           Subsidiary which is directly or indirectly owned by
                           any Interested Shareholder or any Affiliate of any
                           Interested Shareholder

shall require the affirmative vote of the holders of not less than (i) 66-2/3%
of the voting power of the Voting Stock not beneficially owned by any
Interested Shareholder, voting together as a single class, and (ii) 80% of the
voting power of all Voting Stock, voting together as a single class; provided,
however, that no such vote shall be required for (A) the purchase by the
Corporation of shares of Voting Stock from an Interested Shareholder in
compliance with requirements of subparagraph (a) of this Article 9, or (B) any
transaction approved by a majority of the Disinterested Directors (as
hereinafter defined).

         (c)      For the purpose of this Article 9:

         (i)      A "person" shall mean any individual, firm, corporation,
partnership, or other entity.

         (ii)     "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, and each reference to a proportion of shares of Voting Stock shall
refer to such proportion of the votes entitled to be cast by such shares.

         (iii)    "Interested Shareholder" shall mean any person who or which:

                  (A)      is the beneficial owner, directly or indirectly, of
         5% or more of the outstanding Voting Stock;

                  (B)      is an Affiliate of the Corporation and at any time
         within the two-year period immediately prior to the date as of which a
         determination is being made was the beneficial owner, directly or
         indirectly, of 5% or more of the outstanding Voting Stock; or

                  (C)      is an assignee of or has otherwise succeeded to any
         shares of Voting Stock which were, at any time within the two-year
         period immediately prior to the date as of which a determination is
         being made, beneficially owned by any person described in
         subparagraphs (c)(iii)(A) or (B) of this Article 98 if such assignment
         or succession shall have occurred in the course of a transaction or
         series of transactions not involving a public offering within the
         meaning of the Securities Act of 1933.

         (iv)     A person shall be a "beneficial owner" of any shares of
Voting Stock:

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                  (A)      which such person or any of its Affiliates or
         Associates (as hereinafter defined) beneficially owns, directly or
         indirectly;

                  (B)      which such person or any of its Affiliates or
         Associates has (a) the right to acquire (whether such right is
         exercisable immediately or only after the passage of time) pursuant to
         any agreement, arrangement, or understanding, or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         or (b) the right to vote pursuant to any agreement, arrangement, or
         understanding; or

                  (C)      which are beneficially owned, directly or
         indirectly, by any other person with which such person or any of its
         Affiliates or Associates has any agreement, arrangement, or
         understanding for the purpose of acquiring, holding, voting, or
         disposing of any shares of Voting Stock.

         (v)      For the purposes of determining whether a person is an
Interested Shareholder, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of
subparagraph (c)(iv) of this Article 9, but shall not include any other shares
of Voting Stock which may be issuable pursuant to any agreement, arrangement,
or understanding, or upon exercise of conversion rights, warrants or options,
or otherwise.

         (vi)     "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on November
1, 2001.

         (vii)    "Subsidiary" shall mean any corporation of which a majority
of the shares thereof entitled to vote generally in the election of directors
is owned, directly or indirectly, by the Corporation.

         (viii)   "Market Price" shall mean: the last closing sale price
immediately preceding the time in question of a share of the stock in question
on the Composite Tape for New York Stock Exchange -- Listed Stocks, or if such
stock is not quoted on the Composite Tape, on the New York Stock Exchange,
Inc., or if such stock is not listed on such Exchange, on the principal United
States securities exchange registered under the Securities Exchange Act of 1934
on which such stock is listed, or if such stock is not listed on any such
exchange, the last closing bid quotation with respect to a share of such stock
immediately preceding the time in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in use
(or any other system of reporting or ascertaining quotations then available),
or if such stock is not so quoted, the Fair Market Value at the time in
question of a share of such stock as determined by the Board of Directors in
good faith.

         (ix)     "Fair Market Value" shall mean:

                  (A)      in the case of stock, the Market Price, and

                  (B)      in the case of property other than cash or stock,
         the fair market value of such property on the date in question as
         determined by the Board of Directors in good faith.


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         (x)      "Disinterested Director" shall mean any member of the Board
of Directors of the Corporation who is not an Affiliate or Associate of an
Interested Shareholder and was a member of the Board of Directors prior to the
time that the Interested Shareholder became an Interested Shareholder, and any
successor of a Disinterested Director who is not an Affiliate or Associate of
an Interested Shareholder and is recommended to succeed a Disinterested
Director by a majority of Disinterested Directors then on the Board of
Directors.

         (d)      A majority of the Disinterested Directors shall have the
power and duty to determine for the purposes of this Article 9, on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Shareholder, or a transaction or series of transactions constitutes
one of the transactions described in subparagraph (b) of this Article 9.

         (e)      Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation, or the Bylaws of the
Corporation), the affirmative vote of not less than (i) 66-2/3% of the voting
power of the Voting Stock not beneficially owned by any Interested Shareholder,
voting together as a single class, and (ii) 80% of the voting power of all
Voting Stock, voting together as a single class, shall be required to amend,
repeal, or adopt any provisions inconsistent with this Article 9; provided,
that this subparagraph (e) shall not apply to, and such 66-2/3% and 80% vote
shall not be required for, any amendment, repeal or adoption that is
recommended by a majority of the Disinterested Directors then on the Board of
Directors.

         10.      At any time in the interval between annual meetings, special
meetings of the shareholders may be called by the Chairman of the Board,
President, or by the Board of Directors or the Executive Committee by vote at a
meeting or in writing with or without a meeting. Special meetings of the
shareholders may not be called by any other person or persons.

         11.      Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation, or the Bylaws of the
Corporation), the affirmative vote of not less than 80% of the voting power of
all Voting Stock (as defined in Article 9), voting together as a single class,
shall be required to amend, repeal, or adopt any provisions inconsistent with
Articles 5(b), (c) and (d), Article 6 and Article 7 of these Articles of
Incorporation.

         12.      Subject to such limitations as are set forth in the North
Carolina Business Corporation Act as it exists or may hereafter be amended,
action required or permitted to be taken at a shareholders meeting may be taken
without a meeting if the action is taken by all of the shareholders entitled to
vote on the action. The action must be evidenced by one or more written
consents dated and signed by all of such shareholders, describing the action
taken and delivered to the Corporation for inclusion in the minutes or filing
with the records of the Corporation.