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Exhibit 3.1

                                                  Conformed to show
                                                  amendments through
                                                  April 24, 1998


                               COMPOSITE
                      CERTIFICATE OF INCORPORATION
                                   OF
                          LINDBERG CORPORATION

     FIRST.  The name of the corporation is

                          LINDBERG CORPORATION

     SECOND.   The address  of its  registered  office in  the State  of
Delaware is No. 100 West Tenth Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent at  such address is The
Corporation Trust Company.

     THIRD.  The nature of the  business or purposes to  be conducted or
promoted  is  to  engage  in  any  lawful  act  or  activity  for  which
corporations may  be  organized under  the  General  Corporation Law  of
Delaware.

     FOURTH.  The total number of  shares of all classes  of stock which
the corporation shall  have authority to  issue is 26,000,000,  of which
25,000,000 shall  be  shares  of  common  stock, $0.01  par  value,  and
1,000,000 of which shall be shares of preferred  stock, $0.01 par value.
The corporation may issue  preferred stock from time  to time in  one or
more series as the board  of directors of the  corporation may establish
by the adoption  of a resolution  or resolutions relating  thereto, each
series to have such voting powers, full or limited, or no voting powers,
and 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 of such series  adopted by the board
of directors pursuant to the authority granted hereby.

     FIFTH.   The name  and mailing  address of  the incorporator  is as
follows:

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  Name                                 Mailing Address
  ----                                 ---------------
<S>                           <C>
John H. Bitner................135 South LaSalle Street,
                              Chicago, Illinois 60603

     SIXTH.  The original by-laws of the corporation shall be adopted by
the incorporator.  Thereafter,  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  by-laws  of the  corporation
(subject to the terms of Article Tenth).

     SEVENTH.  Meetings  of stockholders may  be held within  or without
the State of  Delaware, as the  by-laws may provide.   The books  of the
corporation may  be kept  (subject  to any  provision  contained in  the
statutes) outside the State of Delaware at such  place or  places as may
be

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designated from time to time by the board of directors  or in the by-
laws of the corporation.  Elections of directors need  not be by written
ballot unless the by-laws of the corporation shall so provide.

     EIGHTH.  (a)  Any person (and  the heirs, executors, administrators
and estates of any such persons)  who at any time shall  serve, or shall
have served, as a director or officer of the corporation or of any other
enterprise at the  request of the  corporation, shall be  indemnified by
the corporation in accordance with and to  the fullest extent authorized
by the General Corporation Law of Delaware as it may  exist from time to
time, except  as to  any action,  suit or  proceeding brought  by or  on
behalf of such  director or  officer without the  prior approval  of the
board  of   directors.     Any  person   (and   the  heirs,   executors,
administrators and estates of such persons) who at any time shall serve,
or shall have served, as an employee or an agent  of the corporation, or
of any  other  enterprise at  the  request of  the  corporation, may  be
similarly indemnified at the discretion of the board of directors of the
corporation.

          (b)  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 to the extent provided by
applicable law (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) pursuant to Section 174  of the Delaware General
Corporation Law, or  (iv) for  any transaction  from which  the director
derived an improper personal benefit.

          (c)  Neither the amendment nor repeal of  this Article Eighth,
nor the adoption  of any provision  of the certificate  of incorporation
inconsistent with  this Article  Eighth, shall  eliminate or  reduce the
effect of this Article in respect  of any matter occurring  or any cause
of action, suit  or claim  that, but  for this  Article would  accrue or
arise, prior to  such amendment, repeal  or adoption of  an inconsistent
provision.

     NINTH.  The corporation reserves the right (subject to the terms of
Article Thirteenth)  to amend,  alter, change  or  repeal any  provision
contained in this  certificate of  incorporation, in  the manner  now or
hereafter  prescribed  by  statute,   and  all  rights   conferred  upon
stockholders herein are granted subject to this reservation.

     TENTH.  The  number of directors  which shall constitute  the whole
board of directors of the corporation  shall be the number  from time to
time fixed  by  the  by-laws of  the  corporation,  and such  number  of
directors so fixed in such by-laws may be changed  only by receiving the
affirmative vote of (i)  the holders of at  least two-thirds of  all the
securities of the corporation then  entitled to vote on  such change, or
(ii) two-thirds of the directors in office at the time of  vote.  At the
time of the  corporation's annual meeting  of stockholders in  1976, the
board of directors shall be  divided into three classes:  class I, class
II, and class III.  Such  classes shall be as nearly equal  in number as
possible.  The  term of office  of the initial  class I  directors shall
expire at the annual  meeting of the stockholders  in 1977; the  term of
office of  the initial  class II  directors shall  expire at  the annual
meeting of stockholders in 1978; and  the term of office  of the initial
class III directors shall  expire at the annual  meeting of stockholders
in 1979, or thereafter in each case when their respective successors are
elected and  qualified.   (In  the  event the  proposed  merger of

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this
corporation with  Lindberg Corporation,  an Illinois  corporation, shall
not be effective prior to the  election of directors at  the 1976 annual
meeting of  shareholders, the  foregoing references  to  years shall  be
advanced by one;  e.g., 1976 shall  be deemed to  read 1977, etc.).   At
each annual election  held thereafter, the  directors chosen  to succeed
those whose terms have expired shall be identified as  being of the same
class as the directors whom they succeed and shall be elected for a term
expiring at  the  third succeeding  annual  meeting  of stockholders  or
thereafter in each case when their respective successors are elected and
qualified.   When the  number of  directors is  changed any  increase or
decrease in the number  of directorships shall be  apportioned among the
classes so as to make all classes as nearly equal in number as possible.

     ELEVENTH.  (a) For the purposes of this Article  Eleventh:  (i) the
term "Person"  shall include  any individual,  corporation, partnership,
trust, unincorporated  organization or  other entity,  any syndicate  or
group or any  two or more  of the foregoing  that have any  agreement or
understanding (or, with or without an agreement or understanding, act in
concert) with  respect to  acquiring, holding,  voting  or disposing  of
securities of the corporation, and shall include also any "affiliate" or
"associate" (as those  terms are  defined in Rule  12b-2 of  the General
Rules and Regulations under  the Securities Exchange  Act of 1934  as in
effect on  January 1,  1976) of  any Person;  (ii) any  Person shall  be
deemed to be the beneficial  owner of any securities  of the corporation
which such Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion  rights, warrants or options,  or otherwise;
(iii) the term "Substantial  Part" shall mean  any assets having  a then
fair market value, in the  aggregate, of more than  $5,000,000; (iv) the
term "Subsidiary" shall  mean any corporation  in which  the corporation
owns, directly or  indirectly, more than  50% of the  voting securities;
(v) the  term "Substantial  Amount"  shall mean  any  securities of  the
corporation having a  then fair  market value  of more  than $5,000,000;
(vi) the outstanding  securities of any  class of the  corporation shall
include securities  deemed owned  through application  of the  preceding
clauses of this paragraph  (a) of this  Article Eleventh, but  shall not
include any  other securities  which  may be  issuable  pursuant to  any
agreement or upon exercise of conversion rights, warrants or options, or
otherwise; and (vii) a  "Required Vote" shall mean  the affirmative vote
of the holders of  at least two-thirds of  all of the securities  of the
corporation  then  entitled  to  vote  at  a  meeting  of  stockholders,
considered for the purposes of this Article Eleventh as one class.

     (b)  Except as set forth in paragraph (d) of this Article Eleventh,
a Required Vote shall be necessary (i) for the adoption of any agreement
for the  merger or  consolidation of  the corporation  with or  into any
other Person, or (ii) to authorize any  sale, lease, exchange, mortgage,
pledge or  other  disposition  of  all,  or substantially  all,  or  any
Substantially Part of the assets of the corporation or any Subsidiary to
any other Person, or (iii) to authorize the issuance  or transfer by the
corporation of any Substantial  Amount of securities of  the corporation
in exchange for the securities or assets of any other Person, if, in any
such case,  as of  the record  date  for the  determination of  security
holders entitled  to notice  thereof  and to  vote  thereon, such  other
Person is the beneficial owner, directly or indirectly, of more than 10%
of the outstanding securities  of the corporation then  entitled to vote
at a  meeting  of  stockholders, considered  for  the  purposes of  this
Article Eleventh as one  class.  The Required  Vote shall be in  lieu of
any lesser  vote  of  the  holders  of  the  voting  securities  of  the
corporation voting  as  one  class  otherwise  required  by  law  or  by
agreement, but shall  be in  addition to  any class  vote or  other vote
otherwise required  by

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law,  this certificate  of  incorporation or  any  agreement or contract
to which the corporation is a party.

     (c)  The board of directors of the corporation shall have the power
and duty to determine for the purposes of this  Article Eleventh, on the
basis of  information known  to the  corporation,  whether this  Article
Eleventh applies  to  any  transaction,  including  but not  limited  to
whether (i) such transaction  involves a Substantial Part  of the assets
of the corporation and its subsidiaries, (ii) one or more Persons are to
be deemed to  be a single  Person, (iii) a  Person is an  "affiliate" or
"associate" (as defined above) of another,  (iv) any Person beneficially
owns more than 10% of the outstanding securities of the corporation then
entitled to  vote at  a meeting  of stockholders,  (v) a  Person has  an
agreement or understanding,  or is  acting in  concert, with  respect to
acquiring,  holding,   voting  or   disposing  of   securities  of   the
corporation, and  (vi) the  memorandum of  understanding referred  to in
Paragraph (d) of this Article Eleventh  is substantially consistent with
the transaction  covered  thereby.    Determinations  of  the  board  of
directors of the  corporation shall  be conclusive  and binding  for all
purposes of this Article Eleventh.

     (d)    The  provisions  of  this  Article  Eleventh  shall  not  be
applicable to (i) any agreement or transaction  referred to in paragraph
(b) of  this  Article  Eleventh,  if  the  board  of  directors  of  the
corporation  shall  by   resolution  have   approved  a   memorandum  of
understanding with the other Person who is a party  to such agreement or
transaction with  respect to,  and substantially  consistent with,  such
transaction and such resolution  shall have been approved  either (A) by
the board of directors,  prior to the time  that such Person  shall have
become a holder of  more than 10% of  the outstanding securities  of the
corporation then entitled to vote  at a meeting of  stockholders, or (B)
by sufficient members of the board of directors who were directors prior
to the time that  such Person shall have  become a holder of   more than
10% of the  outstanding securities of  the corporation then  entitled to
vote at a meeting of stockholders, to constitute a majority of the total
number of directorships  (including vacant  directorships), or  (ii) any
merger or consolidation of the  corporation with or into  any Person, or
any sale, lease or  exchange of any of  the assets of any  Person to, or
with the  corporation or  any subsidiary  thereof if  a majority  of the
outstanding shares of all  classes of stock then  entitled to vote  at a
meeting of stockholders of such  Person is owned by  the corporation and
its Subsidiaries.

     TWELFTH.  The  corporation may  voluntarily liquidate  and dissolve
only if  the proposed  liquidation and  dissolution is  approved by  the
affirmative vote of  the holders of  at least two-thirds  of all  of the
securities of  the corporation  then entitled  to vote  at a  meeting of
stockholders, considered for the purposes of this Article Twelfth as one
class.

     THIRTEENTH.  The  corporation reserves the  right to  amend, alter,
change  or  repeal  any  provision  contained  in  this  certificate  of
incorporation, in any manner now or hereafter permitted or prescribed by
statute; provided that no amendment to this certificate of incorporation
shall amend, alter, change  or repeal any  of the provisions  of Article
Tenth, Article  Eleventh, Article  Twelfth or  this Article  Thirteenth,
unless the amendment effectuating such amendment,  alteration, change or
repeal shall have  received the  affirmative vote of  the holders  of at
least two-thirds of all the securities of  the corporation then entitled
to vote on such  amendment, alteration, change or  repeal, considered as
one class.  Such two-thirds affirmative vote shall be in addition to any
vote

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of the holders of securities of  the corporation otherwise required
by law, this certificate  of incorporation or any  agreement or contract
to which the corporation is a party.

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