**Exhibit 3.1**

** **

Hengeler Mueller

Translation

** **

**Thisdocument is the English Translation of the original German language version ofthe Articles of Association (Satzung) of Messer Greisheim Holdings AG as ofApril 2001 and serves convenience purposes only and may not be relied upon byan party.**

 

Articles of Association

 

of

 

Messer Griesheim Holding AG

 

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**Part I**

 

**General Provisions**

 

**§1**

 

**Corporate Name,Registered Office and Financial Year**

 

 

(1)           The corporate nameof the Company is Messer Griesheim Holding AG.

 

(2)           The Company shallhave its registered office in Norderfriedrichskoog.

 

(3)           The financial yearshall run from ~ January of one year to 31 December of the following year.

 

**§2**

 

**Corporate Purpose**

 

(1)                                  The object of the Company is holding andmanagement and the acquisition of participations in enterprises dedicated tothe production and distribution of industrial gases in Germany or abroad.

 

(2)                                  The Company may itself also become active inthe business sectors mentioned in Paragraph 1 as well as in other sectors. TheCompany shall be entitled to undertake all acts and measures which are relatedto or directly suited to serve the object of the Company.

 

(3)                                  The Company may also *form,*acquire or participatein enterprises active in sectors other than the sector mentioned in Paragraph(1).

 

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**§3**

 

**Publications**

 

Publications of the Company shall be made exclusively in the *Bundesanzeiger.*

 

**Part II**

 

**Capital and Shares**

 

 

***§4***

 

**Total Capital**

 

The total capital of the Company shall amount to E 90,000 (in words:Euro ninety thousand).

 

**§5**

 

**Shares**

 

(1)           The capital shall bedivided into 90,000 non par value shares.

 

(2)           The shares shall bein bearer form.

 

(3)                                  The Management Board shall determine the formand content of the share certificates as well as the dividend and renewalcoupons. The right of shareholders to have their shares certificated isexcluded.

 

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**Part III**

 

**Constitution ofCompany**

 

**§6**

 

**Corporate Bodies**

 

The bodies of the Company shall include:

 

1.             the ManagementBoard;

 

2.             the SupervisoryBoard;

 

3.             the Shareholder’sMeeting.

 

**Article 1**

 

**Management Board**

 

***§7***

 

(1)                                  The Management Board shall consist of at leastthree members. The exact number of, the members of the Management Board shallbe determined by the Supervisory Board.

 

(2)                                  The Supervisory Board may appoint a member ofthe Management Board as chairperson of the Executive Board-

 

(3)                                  Resolutions of the Management Board may beadopted with the majority of the votes of the members of the Management Board.

 

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**§8**

 

**Representation**

 

The Company shall be represented by all members of the Management Boardacting jointly.

 

**Article 2**

 

**Supervisory Board**

 

**§9**

 

**Composition and Termof Office**

 

(1)           The SupervisoryBoard shall consist of six members.

 

(2)                                  The members of the Supervisory Board areelected for the period until the end of the Shareholders’ Meeting which theactions of the Supervisory Board are approved for the fourth financial yearafter the beginning of the tern of office. The financial year in which the termof office begins shall not be counted in this regard. The election of thesuccessor for a member leaving office prior to the expiration of his or herterm of office shall be made for the residual term of office of such member,unless the Shareholders Meeting determines otherwise.

 

(3)                                  When electing a member of the SupervisoryBoard, a deputy member may also be appointed; such deputy member shall becomemember of the Supervisory Board if the Supervisory Board member withdraws priorto the expiration of his or her term and no successor is appointed. The term ofan deputy member having moved up into the Supervisory Board shall expire assoon as a successor for the withdrawn Supervisory Board member has beenappointed or, at the latest, upon the expiration of the tern of office of thewithdrawn Supervisory Board member.

 

(4)                                  The members and deputy members of theSupervisory Board may resign from their office by way of a written declarationaddressed to the chairperson of the Supervisory Board upon observance of fourweeks’ notice.

 

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***§*****10**

 

**Chairperson and ViceChairperson**

 

(1)                                  The Supervisory Board shall elect a chairpersonand vice chairperson from its midst. The term of office of the chairperson andvice chairperson shall correspond to their terms of office as member of theSupervisory Board, unless a shorter term of office is determined during the election.Following the Shareholders’ Meeting at which the Supervisory Board members tobe elected by the shareholders have been appointed, the chairperson and vicechairperson shall be elected in a session which is to take place without anyfurther convocation.

 

(2)                                  In the event the chairperson or the vicechairperson withdraws from his or her office prior to the expiration of theterm thereof, the Supervisory Board must immediately conduct a new election forthe residual term of office of the withdrawn person.

 

**§11**

 

**Convocation**

 

(1)                                  The chairperson shall convoke meetings of theSupervisory Board in writing with notice of 14 days. The date the invitation issent and the date of the meeting shall not be counted when calculating theperiod. In urgent events, the chairperson may shorten the period and convoke ameeting orally, by phone or telefax.

 

(2)                                  The items on the agenda shall be communicatedwith the invitation. Additions to the agenda must be communicated prior to theexpiration of the convocation period.

 

(3)                                  The chairperson may cancel or adjourn anyconvoked meeting after due assessment of the circumstances.

 

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***§*****12**

 

**Voting**

 

(1)                                  Resolutions of the Supervisory Board shallnormally be adopted in meetings. The chairperson shall determine the order inwhich the items on the agenda are to be discussed as well as the type and orderof the votes. Resolutions concerning items on the agenda which were notcommunicated in due time may only be adopted provided no member objects. Insuch event, absent members must be given the opportunity to subsequently objectto the resolution within one week after the notice thereof; the resolutionshall only become effective provided no absent member has objected theretowithin the period.

 

(2)                                  Outside of meetings, resolutions shall bepermitted by casting votes in writing or transmitting them by telefax, providedno member objects to such procedure within a reasonable period to be determinedby the chairperson. The result of such resolutions shall be determined inwriting by the chairperson and made available to all members.

 

(3)                                  A quorum of the Supervisory Board shall beconstituted if at least half of the members of which the Supervisory Board iscomposed in accordance with the Bylaws participate in the vote. Absent membersmay participation the vote by having a written ballot submitted by anothermember.

 

(4)                                  Resolutions of the Supervisory Board shallrequire a majority of the votes cast, unless another majority is mandatorilyprescribed by law. In the event of a lock-up, the chairperson shall have twovotes in any new ballot in which a lock-up also occurs. The second vote mayalso be cast pursuant to Paragraph (3) Sentence 2 above.

 

(5)                                  The chairperson shall be empowered to issue thedeclarations of intent necessary to execute resolutions of the SupervisoryBoard and its committees in the name of the Supervisory Board.

 

(6)                                  The Supervisory Board shall only be authorizedto resolve upon modifications of these Bylaws which affect the wording hereof

 

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**§13**

 

**Duty to MaintainSecrecy**

 

(1)                                  Even after withdrawing from office, the membersof the Supervisory Board must maintain secrecy regarding all confidentialinformation and secrets of the Company, namely business and trade secrets, ofwhich they become aware through their activity on the Supervisory Board.

 

(2)                                  In the event any member of the SupervisoryBoard desires to disclose information to third parties and it cannot be ruledout with certainty that the information is confidential or relates to secretsof the Company, the member shall be obligated to inform the chairperson of theSupervisory Board thereof in advance, providing the chairperson the opportunityto comment.

 

**§14**

 

**Remuneration**

 

(1)                                  Apart from their expenses, the members of theSupervisory Board shall receive a fixed annual remuneration payable after theclose of the financial year as determined by Shareholders’ Meeting.

 

(2)                                  Supervisory Board members who have onlypertained to the Supervisory Board for part of the financial year shall receiveless remuneration on a *pro rata temporis*basis.

 

(3)                                  The Company shall reimburse any turnover taxpayable on the remuneration.

 

**Article 3**

 

**Shareholders’ Meeting**

 

**§ 15**

 

**Convocation and Chair**

 

 

(1)                                  The Shareholders’ Meeting shall take place atthe domicile of the Company or 

 

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in a city having more than 250,000 inhabitants.

 

(2)                                  The Shareholders’ Meeting shall be called bythe Management Board by registered mail with a notice of six weeks. The day ofthe Shareholders’ Meeting and the day of the convocation shall not be counted.

 

(3)                                  The ordinary Shareholders’ Meeting shall takeplace within the first eight months of the financial year. The annual financialstatements, the management report, the report of the Supervisory Board as wellas the proposed application of net earnings are to be presented and explainedto the shareholders in general meeting. The ordinary general shareholders’meeting shall resolve upon the discharge of the members of the Management Boardand of the Supervisory Board and the application of the net earnings andselects the independent auditor.

 

(4)                                  The chairperson of the Supervisory Board or anyother Supervisory Board member who is determined by him shall chair themeeting. In the event neither the Supervisory Board chairperson nor anySupervisory Board member determined thereby assumes the chair, the chair shallbe elected by the Shareholders’ Meeting.

 

(5)*                                 *The chairperson shall direct the meeting. Thechairperson shall determine the order in which the items on the agenda are tobe discussed, as well as the type and order of the votes.

 

***§*******16**

 

**Voting**

 

(1)                                  Each share grant the holder one vote atShareholders’ Meeting.

 

(2)                                  Resolutions of the general meeting ofshareholders shall be adopted by the majority of the votes and capital asdetermined by statute.

 

(3)                                  A quorum of the general shareholders meetingshall be constituted provided at least 75 % of the capital is represented atthe Shareholders’ Meeting.

 

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**Part4**

 

**AnnualFinancial Statements and**

 

**Applicationof Net Income**

 

§ **17**

 

**AnnualFinancial Statements and Application of Net Income**

 

(1)                                  The Management Board shall prepare the AnnualFinancial Statements and the Management Report for the previous financial yearwithin the statutory period and present them without delay to the SupervisoryBoard and the independent auditor.  Atthe same time the Management Board shall make a proposal to the SupervisoryBoard on the application of the net earnings.

 

(2)                                  When adopting the annual accounts, theManagement Board and the Supervisory Board are empowered to allocate the netincome for the year, reduced by the amounts to be allocated to the statutoryreserve and a loss carry forward completely or in part In other profitreserves. It is permissible to allocate more than half of the annual surplus,if the other profit reserves after the allocation exceed half of the totalcapital.

 

**§18**

 

**ProfitParticipation of the Shareholders**

 

(1)                                  Profit participation of the shareholders shallbe determined according to their participation in the share capital of theCompany.

 

(2)                                  In case of an increase of the capital, theprofit participation of the new shares may be determined as deviating from§ 60 *AktG.*

 

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**Part 5**

 

**Miscellaneous**

 

**§19**

 

**Formation Expenses**

 

The Company may bear the costs in connection with its incorporation toan amount of up to DM 1,500.00) No fee is paid to the founders.

 

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