EXHIBIT 3.01
                         CERTIFICATE OF INCORPORATION

                                      OF

                          LIFSCHULTZ INDUSTRIES, INC.


                                   ARTICLE I
                                     NAME

     The name of this corporation is LIFSCHULTZ INDUSTRIES, INC.

                                  ARTICLE II
                    REGISTERED OFFICE AND REGISTERED AGENT

     The registered office of the Corporation in the State of Delaware is 
located at 1209 Orange Street, Wilmington, County of New Castle, Delaware 
19801.  The name of its registered agent is The Corporation Trust Company.

                                  ARTICLE III
                                    PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be now or hereafter organized under the General 
Corporation Law of Delaware.

                                  ARTICLE IV
                                CAPITALIZATION

     The total number of shares of all classes of capital stock which this 
Corporation shall have authority to issue is ONE MILLION SEVEN HUNDRED FIFTY 
THOUSAND (1,750,000) shares of par value stock; ONE HUNDRED THOUSAND (100,000)
shares of $0.01 (One Cent) par value per share to be preferred shares and ONE 
MILLION SIX HUNDRED FIFTY THOUSAND (1,650,000) shares of $0.001 (One Tenth 
Cent) par value per share to be common shares.  All or any part of the shares 
of the preferred or common stock may be issued by the Corporation from time to
time and for such consideration as may be determined and fixed by the Board of
Directors, as provided by law, with due regard to the interest of the existing
shareholders; and when such consideration has been received by the 
Corporation, such shares shall be deemed fully paid and non-assessable.


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     The Board of Directors is authorized, subject to limitations prescribed 
by law and the provisions of this Article, to provide for the issuance of the 
shares of preferred stock in series, and by filing a certificate pursuant to 
the applicable law of the State of Delaware, to establish from time to time 
the number of shares to be included in each such series, and to fix the 
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each such series shall 
include, but not be limited to, determination of the following:

     (a)     The number of shares constituting that series and the distinctive
designation of that series;

     (b)     The dividend rate, if any, on the shares of that series, whether 
dividends shall be cumulative, and, if so, from which date or dates, and the 
relative rights of priority, if any, of payment of dividends on shares of that
series;

     (c)     Whether that series shall have voting rights, in addition to the 
voting rights provided by law, and, if so, the terms of such voting rights;

     (d)     Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for 
adjustment of the conversion rate in such events as the Board of Directors 
shall determine;

     (e)     Whether or not the shares of that series shall be redeemable, 
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share 
payable in case of redemption, which amount may vary under different 
conditions and at different redemption dates;

     (f)     Whether that series shall have a sinking fund for the redemption 
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

     (g)     The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and 
the relative rights of priority, if any, of payment of shares of that series;

     (h)     Any other relative rights, preferences, and limitations of that 
series.

     The Certificates of Designation filed by the Corporation with the 
Delaware Secretary of State on January 17, 1991, for Series A Convertible 
Preferred Stock and on March 31, 1994, for Series E Convertible Preferred 
Stock, as amended by a Certificate of Decrease and Elimination filed February 

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26, 1998, shall continue to be valid designations by the Corporation's Board 
of Directors of its preferred stock pursuant to the provisions of this Article
IV.

     Effective as of 5:00 p.m., Delaware time, January 27, 1998 (the 
"Effective Date"), each one share of the Company's Common Stock issued and 
outstanding on the Effective Date shall be automatically changed without 
further action into one-fiftieth of a fully paid and nonassessable share of 
the Company's Common Stock, provided that no fractional shares shall be issued
pursuant to such change.  The Company shall issue to each shareholder who, 
based on the aggregate number of shares held by such shareholder, would 
otherwise be entitled to a fractional share as a result of such change, one 
additional whole share.

                                   ARTICLE V

                 [Omitted in accordance with the provisions of
          subsection 245(c) of the Delaware General Corporation Law.]


                                  ARTICLE VI

                 [Omitted in accordance with the provisions of
          subsection 245(c) of the Delaware General Corporation Law.]


                                  ARTICLE VII
                              NUMBER OF DIRECTORS

     The number of directors constituting the Board of Directors shall be that
number as shall be fixed by, or in the manner provided in, the bylaws of the 
Corporation.

     In furtherance and not in limitation of the powers conferred by statute, 
the Board of Directors is expressly authorized to make, alter or repeal the 
bylaws of the Corporation, subject to such restrictions upon such powers as 
may be imposed by the stockholders in any bylaws adopted by them from time to 
time.

                                 ARTICLE VIII
                      LIMITATION ON DIRECTORS' LIABILITY

     A director of the Corporation shall not be personally liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a director, except for liability (i) for any breach of the director's 
duty of loyalty to the Corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (iii) under Section 174 of the Delaware General 

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Corporation Law, or (iv) for any transaction from which the director derived 
any improper personal benefit.  If the Delaware General Corporation Law is 
amended after approval by the stockholders of this article to authorize 
corporate action further eliminating or limiting the personal liability of 
directors, then the liability of a director of the Corporation shall be 
eliminated to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a 
director of the Corporation existing at the time of such repeal or 
modification.

                                  ARTICLE IX
                                INDEMNIFICATION

     (a)     Right to Indemnification.  Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer or employee of the Corporation or is or was serving at the 
request of the Corporation as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, trust or other 
enterprise, including service with respect to employee benefit plans 
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent, 
shall be indemnified and held harmless by the Corporation to the fullest 
extent authorized by the Delaware General Corporation Law, as the same exists 
or may hereafter be amended (but, in the case of any such amendment, only to 
the extent that such amendment permits the Corporation to provide broader 
indemnification rights than such law permitted the Corporation to provide 
prior to such amendment), against all expense, liability and loss (including 
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in 
connection therewith and such indemnification shall continue as to an 
indemnitee who has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of the indemnitee's heirs, executors and 
administrators; provided, however, that, as provided in paragraph (b) hereof 
with respect to proceedings to enforce rights to indemnification, the 
Corporation shall indemnify any such indemnitee in connection with a 
proceeding (or part thereof) initiated by such indemnitee only if such 
proceeding (or part thereof) was authorized by the Board of Directors of the 
Corporation.  The right to indemnification conferred in this Article shall be 
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final 
disposition (hereinafter an "advancement of expenses"); provided, however, 

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that, if the Delaware General Corporation Law requires, an advancement of 
expenses incurred by an indemnitee in his or her capacity as a director or 
officer (and not in any other capacity in which service was or is rendered by 
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking, 
by or on behalf of such indemnitee, to repay all amounts so advanced if it 
shall ultimately be determined by final judicial decision from which there is 
no further right to appeal that such indemnitee is not entitled to be 
indemnified for such expenses under this Article or otherwise (hereinafter an 
"undertaking").

     (b)     Right of Indemnitee to Bring Suit.  If a claim under paragraph 
(a) of this Article is not paid in full by the Corporation within sixty days 
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit 
against the Corporation to recover the unpaid amount of the claim.  If 
successful in whole or in part in any such suit or in a suit brought by the 
Corporation to recover an advancement of expenses pursuant to the terms of an 
undertaking, the indemnitee shall be entitled to be paid also the expense of 
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by 
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement 
of expenses pursuant to the terms of an undertaking the Corporation shall be 
entitled to recover such expenses upon a final adjudication that, the 
indemnitee has not met the applicable standard of conduct set forth in the 
Delaware General Corporation Law.  Neither the failure of the Corporation 
(including its Board of Directors, independent legal counsel, or its 
stockholders) to have made a determination prior to the commencement of such 
suit that indemnification of the indemnitee is proper in the circumstances 
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the 
Corporation (including its Board of Directors, independent legal counsel, or 
its stockholders) that the indemnitee has not met such applicable standard of 
conduct, shall create a presumption that the indemnitee has not met the 
applicable standard of conduct or, in the case of such a suit brought by the 
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee 
to enforce a right hereunder, or by the Corporation to recover an advancement 
of expenses pursuant to the terms of an undertaking, the burden of proving 
that the indemnitee is not entitled to be indemnified or to such advancement 
of expenses under this Article or otherwise shall be on the Corporation.

     (c)     Non-Exclusivity of Rights.  The rights to indemnification and to 
the advancement of expense conferred in this Article shall not be exclusive of
any other rights which any person may have or hereafter acquire under any 
statute, this Certificate of Incorporation, bylaw, agreement, vote of 
stockholders or disinterested directors or otherwise.

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     (d)     Insurance.  The Corporation may maintain insurance, at its 
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the 
Corporation would have the power to indemnify such person against such 
expense, liability or loss under the Delaware General Corporation Law.

     (e)     Indemnification of Agents of the Corporation.  The Corporation 
may, to the extent authorized from time to time by the Board of Directors, 
grant rights to indemnification and to the advancement of expenses, to any 
agent of the Corporation to the fullest extent of the provisions of this 
Article with respect to the indemnification and advancement of expenses of 
directors, officers and employees of the Corporation.

                                   ARTICLE X
                                   CONTRACTS

     No contract or other transaction between this Corporation and any other 
corporation shall be affected by the fact that a Director or officer of this 
Corporation is interested in or is a Director or officer of such other 
corporation; and any Director, individually or jointly, may be a party to or 
may be interested in any corporation or transaction of this Corporation or in 
which this corporation is interested; and no contract or other transaction of 
this Corporation with any person, firm or corporation shall be affected by the
fact that any Director of this Corporation is a party to or is interested in 
such contract, act or transaction or any way connected with such person, firm 
or corporation, and every person who may become a Director of this Corporation
is hereby relieved from liability that might otherwise exist from contracting 
with the Corporation for the benefit of himself or any firm, association or 
corporation in which he may be in any way interested, provided said Director 
acts in good faith.

                                  ARTICLE XI
                                  AMENDMENTS

     The Corporation reserves the right to amend, alter, change or repeal any 
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by the laws of Delaware, and all rights and powers 
conferred herein upon stockholders and directors are granted subject to this 
reservation.








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