EXHIBIT 3.1

                         EXPLANATORY NOTE

Set forth below is the entire amended text of the Certificate of
Incorporation (the "Certificate") of the Registrant as currently in
effect.  The following text reflects amendments to the Certificate
that were approved by the Registrant's stockholders on May 31, 1995
and April 23, 1998.




                   CERTIFICATE OF INCORPORATION
                                OF
                       KUHLMAN CORPORATION


     FIRST:  The name of the corporation is Kuhlman Corporation
(the "Corporation").

     SECOND:  The address of the registered office of the
Corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle. 
The name of the registered agent of the Corporation at that address
is The Corporation Trust Company.

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

     FOURTH:  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is as follows:

      (A)2,000,000 shares of Preferred Stock of the par value
     of $1.00 per share (the "Preferred Stock"); and

      (B)40,000,000 shares of Common Stock of the par value
     of $1.00 per share (the "Common Stock").

     The designations, voting powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions of the above classes of
stock and other general provisions relating thereto shall be as
follows:

                              PART I    

                         PREFERRED STOCK

     1.   The Board of Directors is expressly authorized at
          any time, and from time to time, to provide for the
          issuance of shares of Preferred Stock in one or more
          series, and for such consideration or considerations as
          the Board of Directors may determine, with such voting
          powers, full or limited, or without voting powers, and
          with such designations, preferences and relative,
          participating, optional or other special rights, and
          qualifications, limitations or restrictions thereof, as
          shall be stated and expressed in the resolution or
          resolutions providing for the issue thereof adopted by
          the Board of Directors, all except as otherwise required
          by law or this Certificate of Incorporation, and
          including but without limiting the generality of the
          foregoing, the following:

          (a)  The distinctive designation and number of
               shares comprising such series, which number may
               (except where otherwise provided by the Board of
               Directors in creating such series) be increased or
               decreased (but not below the number of shares then
               outstanding) from time to time by action of the
               Board of Directors.

          (b)  The dividend rate or rates on the shares of
               such series and the relation which such dividends
               shall bear to the dividends payable on any other
               class of capital stock or on any other series of
               Preferred Stock, the terms and conditions upon
               which and the periods in respect of which dividends
               shall be payable, whether and upon what conditions
               such dividends shall be cumulative and, if
               cumulative, the date or dates from which dividends
               shall accumulate.

          (c)  Whether the shares of such series shall be
               redeemable, and, if redeemable, whether redeemable
               for cash, property or rights, including securities
               of any other corporation, at the option of either
               the holder or the Corporation or upon the happening
               of a specified event, the limitations and
               restrictions with respect to such redemption, the
               time or times when, the price or prices or rate or
               rates at which, the adjustments with which and the
               manner in which such shares shall be redeemable,
               including the manner of selecting shares of such
               series for redemption if less than all shares are
               to be redeemed.

          (d)  The rights to which the holders of shares of
               such series shall be entitled, and the preferences,
               if any, over any other series (or of any other
               series over such series), upon the voluntary or
               involuntary liquidation, dissolution, distribution
               or winding up of the Corporation, which rights may
               vary depending on whether such liquidation,
               dissolution, distribution or winding up is
               voluntary or involuntary, and, if voluntary, may
               vary at different dates.

          (e)  Whether the shares of such series shall be
               subject to the operation of a purchase, retirement
               or sinking fund, and, if so, whether and upon what
               conditions such purchase, retirement or sinking
               fund shall be cumulative or noncumulative, the
               extent to which and the manner in which such fund
               shall be applied to the purchase or redemption of
               the shares of such series for retirement or to
               other corporate purposes and the terms and
               provisions relative to the operation thereof.

          (f)  Whether the shares of such series shall be
               convertible into or exchangeable for shares of any
               other class or of any other series of any class of
               capital stock or other securities of the
               Corporation, or the securities of any other
               corporation or entity, and, if so convertible or
               exchangeable, the price or prices or the rate or
               rates of conversion or exchange and the method, if
               any, of adjusting the same, and any other terms and
               conditions of such conversion or exchange.

          (g)  The voting powers, full and/or limited, if
               any, of the shares of such series, and whether and
               under what conditions the shares of such series
               (alone or together with the shares of one or more
               other series) shall be entitled to vote separately
               as a single class, upon any merger or consolidation
               or other transaction of the Corporation, or upon
               any other matter, including without limitation the
               election of one or more additional directors of the
               Corporation in case of dividend arrearages or other
               specified events.

          (h)  Whether the issuance of any additional shares
               of such series, or of any shares of any other
               series, shall be subject to restrictions as to
               issuance, or as to the powers, preferences or
               rights of any other series.

          (i)  Any other preferences, privileges and powers
               and relative, participating, optional or other
               special rights, and qualifications, limitations or
               restrictions of such series, as the Board of
               Directors may deem advisable and as shall not be
               inconsistent with the provisions of this
               Certificate of Incorporation.

     2.   All shares of Preferred Stock of any one series
          shall be of equal rank and identical in all respects,
          except that shares of any one series issued at different
          times may differ as to the dates from which dividends
          thereon, if cumulative, shall be cumulative.

                             PART II    

                           COMMON STOCK

     1.   Except as otherwise required by law or by this
          Certificate of Incorporation, each holder of Common Stock
          shall have one vote for each share of Common Stock held
          by a holder on all matters voted upon by the holders of
          Common Stock.

     2.   Subject to the preferential dividend rights, if any,
          applicable to shares of Preferred Stock and subject to
          applicable requirements, if any, with respect to the
          setting aside of sums for purchase, retirement or sinking
          funds for Preferred Stock, the holders of Common Stock
          shall be entitled to receive, to the extent permitted by
          law, such dividends as may be declared from time to time
          by the Board of Directors.

     3.   In the event of any liquidation, dissolution or
          winding up of the Corporation, the holders of Common
          Stock shall be entitled, after payment or provision for
          payment of the debts and other liabilities of the
          Corporation and the amounts to which the holders of any
          Preferred Stock shall be entitled, to share ratably in
          the remaining net assets of the Corporation.

                             PART III   

                        GENERAL PROVISIONS

     1.   Subject to the power of the Board of Directors to
          provide to the contrary with respect to any one or more
          series of Preferred Stock at any time authorized, no
          holder of stock of any class of the Corporation shall be
          entitled as a matter of right to purchase or subscribe
          for any part of any unissued stock of any class, or of
          any additional stock of any class of capital stock of the
          Corporation, or of the bonds, certificates of
          indebtedness, debentures, or other securities, whether or
          not convertible into other securities, but any such stock
          or other securities may be issued and disposed of
          pursuant to resolution by the Board of Directors to such
          persons, firms, corporations or associations and upon
          such terms and for such consideration (not less than the
          par value or stated value thereof) as the Board of
          Directors in the exercise of its discretion may determine
          and as may be permitted by law without action by the
          stockholders.  The Board of Directors may provide for
          payment therefor to be received by the Corporation in
          cash, personal property, real property (or leases
          thereof) or services.  Any and all shares of stock so
          issued for which the consideration so fixed has been paid
          or delivered, shall be deemed fully paid and not liable
          to any further call or assessment.

     2.   Shares of any class or series of capital stock
          redeemed, converted, exchanged, purchased, retired or
          surrendered to the Corporation, or which have been issued
          and reacquired in any manner may, upon compliance with
          any applicable provisions of the Delaware General
          Corporation Law, be given the status of authorized and
          unissued shares of the same class.

     FIFTH:  The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation
of the powers of the Corporation and of its directors and
stockholders:

               A.   The business and affairs of the
                    Corporation shall be managed by or under the
                    direction of the Board of Directors.  In
                    addition to the powers and authority expressly
                    conferred upon them by statute or by this
                    Certificate of Incorporation or the by-laws of
                    the Corporation, the directors are hereby
                    empowered to exercise all such powers and do
                    all such acts and things as may be exercised
                    or done by the Corporation.

               B.   The directors of the Corporation need not
                    be elected by written ballot unless the
                    by-laws so provide.

               C.   Any action required or permitted to be
                    taken by the stockholders of the Corporation
                    must be effected at a duly called annual or
                    special meeting of stockholders of the
                    Corporation and may not be effected by any
                    consent in writing by such stockholders.

               D.   Special meetings of stockholders of the
                    Corporation may be called only by the Chief
                    Executive Officer or by the Board of Directors
                    acting pursuant to a resolution adopted by a
                    majority of the Whole Board.  For purposes of
                    this Certificate of Incorporation, the term
                    "Whole Board" shall mean the total number of
                    authorized directors whether or not there
                    exist any vacancies in previously authorized
                    directorships.

     SIXTH:  The Board of Directors is expressly empowered to
adopt, amend or repeal by-laws of the Corporation.  Any adoption,
amendment or repeal of the by-laws of the Corporation by the Board
of Directors shall require the approval of a majority of the Whole
Board.  The stockholders shall also have power to adopt, amend or
repeal the by-laws of the Corporation; provided, however, that, in
addition to any vote of the holders of any class or series of stock
of the Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at least
seventy percent (70%) of the voting power of all of the outstanding
shares of stock of the Corporation entitled to vote generally in
elections of directors, voting together as a single class, shall be
required to adopt, amend or repeal any provision of the by-laws of
the Corporation.

     SEVENTH:  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 Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  If the Delaware
General Corporation Law is amended 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 or limited 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.

     EIGHTH:  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 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 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.

     NINTH:  Subject to the by-laws of the Corporation, the
Corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.

     TENTH:  The Corporation reserves the right to amend or repeal
any provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all
rights conferred upon stockholders are granted subject to this
reservation.

     ELEVENTH:  The incorporator is Kuhlman Corporation, a Michigan
corporation, whose mailing address is 2343 Alexandria Drive,
Suite 200, Lexington, Kentucky 40504.

     THE UNDERSIGNED incorporator hereby acknowledges that this
Certificate of Incorporation is its act and deed and that the facts
herein stated are true.

                                  KUHLMAN CORPORATION,
                                  a Michigan corporation


Dated: March 1, 1993              By: /s/ Robert S. Jepson, Jr.  
                                      ---------------------------
                                        Robert S. Jepson, Jr.
                                        President and Chief
                                           Executive Officer