Exhibit 3.1

                          CERTIFICATE OF AMENDMENT
                                     OF
                        CERTIFICATE OF INCORPORATION
                                     OF
                           MOTORS AND GEARS, INC.


MOTORS AND GEARS, INC., a corporation organized and existing under and by
         virtue of the General Corporation Law of the State of Delaware;

         DOES HEREBY CERTIFY:

         FIRST:  Pursuant to written consent of the Board of Directors of
MOTORS AND GEARS, INC., resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

               "RESOLVED, That the Certificate of Incorporation of this
               corporation be and is hereby amended by deleting Article
               FIRST thereof in its entirety and by substituting in lieu
               thereof the following:

               'FIRST:  The name of the corporation is Kinetek, Inc.

               SECOND: That thereafter, pursuant to resolution of its Board
               of Directors, a Consent By Stockholders in Lieu of Special
               Meeting of said corporation was duly created and produced,
               in accordance with Section 228 of the General Corporation
               Law of the State of Delaware, on which Consent have been
               placed signatures representing the necessary number of
               shares as required by statute in favor of the amendment.

               THIRD: That said amendment was duly adopted in accordance
               with the provisions of Section 242 of the General
               Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, MOTORS AND GEARS, INC., has caused this
certificate to be signed by Steven L. Rist, its Assistant Secretary, this
11th day of December, 2000.

                                     MOTORS AND GEARS, INC.

                                     By:  /s/ Stephen L. Rist
                                         --------------------------
                                         Steven L. Rist, Assistant Secretary



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                                                                  Exhibit 3.1


                        CERTIFICATE OF INCORPORATION
                                     OF
                           MOTORS AND GEARS, INC.

FIRST:  The name of the Corporation is Motors and Gears, Inc. (the
"Corporation").

SECOND: The address of the Corporation's registered office in the State of
Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the
City of Wilmington, County of New Castle, Delaware 19801.  The name of its
registered agent at such address is The Corporation Trust Company.

THIRD:  The nature of the business or purpose to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State
of Delaware, as amended (the "GCL").

FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is Ten Thousand (10,000) shares of common stock,
par value $1.00 per share (the "Common Stock").

A statement of the powers, designations, preferences, and relative
participating, optional or other special rights and the qualifications,
limitations and restrictions of the Common Stock is as follows:

        (a)    Dividends.  The board of directors of the Corporation (the
               "Board of Directors") may cause dividends to be paid to the
               holders of shares of Common Stock out of funds legally
               available for the payment of dividends by declaring an amount
               per share as a dividend.  When and as dividends are declared,
               whether payable in cash, in property or in shares of stock or
               other securities of the Corporation, the holders of Common
               Stock shall be entitled to share, ratably according to the
               number of shares of Common Stock held by them, in such dividends.

        (b)    Liquidation Rights.  In the event of any voluntary or
               involuntary liquidation, dissolution or winding up of the
               affairs of the Corporation, the holders of Common Stock shall
               be entitled to share, ratably according to the number of shares
               of Common Stock held by them, in all assets of the Corporation
               available for distribution to its stockholders.

        (c)    Voting Rights.  Except as otherwise provided in this
               Certificate of Incorporation or by applicable law, the holders
               of Common Stock shall be entitled to vote on each matter on
               which the stockholders of the Corporation shall be entitled to
               vote, and each holder of Common Stock shall be entitled to one
               vote for each share of such stock held by him.

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

                                Steven L. Rist
                                Bryan Cave LLP
                                1200 Main Street
                                Suite 3500
                                Kansas City, MO 64141-6914

SIXTH:
        1.      Limits of Director Liability.  Directors of the Corporation
shall have no personal liability to the Corporation or its stockholders
for monetary damages for breach of a fiduciary duty as a director; provided
that nothing contained in this ARTICLE SIXTH shall eliminate or limit the
liability of a director (i) for any breach of a 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 knowing violations of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from
which a director derived an improper personal benefit.  If the GCL is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then by virtue of this ARTICLE SIXTH the liability
of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the GCL, as so amended.

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        2.      Indemnification.  The Corporation shall indemnify, in
accordance with the By-laws of the Corporation, to the fullest extent
permitted from time to time by the GCL or any other applicable laws as
presently or hereafter in effect, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceedings, whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right
of the Corporation, by reason of his acting as a director or officer of the
Corporation (and the Corporation, in the discretion of the Board of
Directors, may so indemnify a person by reason of the fact that he is or
was an employee or agent of the Corporation or is or was serving at the
request of the Corporation in any other capacity for or on behalf of the
Corporation) against any liability or expense actually and reasonably
incurred by such person in respect thereof; provided, however, the
Corporation shall be required to indemnify an officer or director in
connection with an action, suit or proceeding (or part thereof) initiated
by such person only if (i) such action, suit or proceeding (or part
thereof) was authorized by the Board of Directors or (ii) the
indemnification does not relate to any liability arising under Section
16(b) of the Securities Exchange Act of 1934, as amended, or any of the
rules or regulations promulgated thereunder. Such indemnification is not
exclusive of any other right to indemnification provided by law or
otherwise. The right to indemnification conferred by this Section (2) shall
be deemed to be a contract between the Corporation and each person referred
to herein.

If a claim under Section (2) of this ARTICLE SIXTH is not paid in full by
the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where any undertaking required by the By-laws of the Corporation has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the GCL and Section 2 of this
ARTICLE SIXTH for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the GCL, nor an actual
determination by the Corporation (including its Board of Directors, legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of
conduct.

Indemnification shall include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by the person
indemnified to repay such payment if it is ultimately determined that such
person is not entitled to indemnification under this ARTICLE SIXTH, which
undertaking may be accepted without reference to the financial ability of
such person to make such repayment.

The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
this ARTICLE SIXTH shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of this
Certificate of Incorporation, by-law, agreement, contract, vote of
stockholders or disinterested directors, or otherwise.



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        3.      Additional Indemnification.  The Corporation may, by action
of its Board of Directors, provide indemnification to such of the
directors, officers, employees and agents of the Corporation to such extent
and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware law.

        4.      Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this ARTICLE SIXTH, the GCL, or otherwise.

        5.      Effect of Amendments.  Neither the amendment, change,
alteration nor repeal of this ARTICLE SIXTH, nor the adoption of any
provision of this Certificate of Incorporation or the by-laws of the
Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE
SIXTH or the rights or any protections afforded under this ARTICLE SIXTH in
respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

SEVENTH:        At all meetings of stockholders, each stockholder shall be
entitled to vote, in person or by proxy, the shares of voting stock owned
by such stockholders or record on the record date for the meeting. When a
quorum is present or represented at any meeting, the vote of the holders of
a majority in interest of the stockholders present in person or by proxy at
such meeting and entitled to vote thereon shall decide any question, matter
or proposal brought before such meeting unless the question is one upon
which, by express provision of law, this Certificate of Incorporation or
the By-laws applicable thereto, a different vote is required, in which case
such express provision shall govern and control the decision of such
question.

EIGHTH:

        1.      Number of Directors.  The number of directors of the
Corporation shall be fixed from time to time by the vote of a majority o
the entire Board of Directors, but such number shall in no case be less
than three (3) nor more than seven (7). Any such determination made by the
Board of Directors shall continue in effect unless and until changed by the
Board of Directors, but no such changes shall affect the term of any
directors then in office.

        2.      Term of Office; Quorum; Vacancies.  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. Subject to the By-laws, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of
business. Any vacancies and newly created directorships resulting from an
increase in the number of directors shall be filed by majority of the Board
of Directors then in office even though less than a quorum and shall hold
office until his successor is elected and qualified or until his earlier
death, resignation, retirement, disqualification or removal from office.

        3.      Removal.  Any director may be removed upon the affirmative
vote of the holders of a majority of the votes which could be cast by the
holders of all outstanding shares of capital stock entitled to vote for the
election of directors, voting together as a class, given at a duly called
annual or special meeting of stockholders.




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NINTH:  For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of
the powers of the Corporation and of its directors and of its stockholders
or any class thereof, as the case may be, it is further provided:

        (1)     The business and affairs of the Corporation shall be managed
                by or under the direction of the Board of Directors.

        (2)     The directors shall have the power to make, adopt, alter,
                amend, change, add to or repeal the By-laws of the Corporation.

        (3)     In addition to the powers and authority hereinbefore or by
                statute expressly conferred upon them, 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,
                subject, nevertheless, to the provisions of the GCL, this
                Certificate of Incorporation, and any By-laws adopted by the
                stockholders; provided, however, that no By-laws hereafter
                adopted by the stockholders shall invalidate any prior act of
                the directors which would have been valid if such By-laws had
                not been adopted.

TENTH:

        1.      Stockholder Meetings; Keeping of Books and Records.  Meetings
of stockholders may be held within or outside 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 GCL) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors or in the By-laws of the Corporation.

        2.      Special Stockholders Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
law, may be called by the President or the Chairman of the Board, if one is
elected, and shall be called by the Secretary at the direction of a
majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Company issued and outstanding and entitled to vote.

        3.      No Written Ballot.  Elections of directors need not be by
written ballot unless the By-laws of the Corporation shall so provide.

ELEVENTH:       The Corporation reserves the right to repeal, alter or amend
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. No repeal, alteration or amendment of this
Certificate of Incorporation shall be made unless the same is first
approved by the Board of Directors of the Corporation pursuant to a
resolution adopted by the directors then in office in accordance with the
By-laws and applicable law and thereafter approved by the stockholders.

TWELFTH:        The Corporation expressly elects not to be governed under
Section 203 of the GCL.

I, THE UNDERSIGNED, being the incorporator named herein, for the purpose of
forming a corporation pursuant to the GCL, do make this Certificate of
Incorporation, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my
signature as of October 17, 1996.


                                                By:     /s/ Steven L. Rist
                                                    --------------------------
                                                Names:  Steven L. Rist
                                                Title:  Sole Incorporator


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