EXHIBIT 3.1

                    RESTATED CERTIFICATE OF INCORPORATION OF
                     PENN ENGINEERING & MANUFACTURING CORP.

     Penn Engineering & Manufacturing Corp., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

     1. The present name of the Corporation is Penn Engineering & Manufacturing
Corp. The Corporation was originally incorporated under the name "Penn
Engineering and Manufacturing Corporation," and the date of filing of its
original Certificate of Incorporation with the Delaware Secretary of State was
December 24, 1942.

     2. This Restated Certificate of Incorporation of the Corporation was duly
adopted by the Board of Directors of the Corporation in accordance with Section
245 of the Delaware General Corporation Law.

     3. This Restated Certificate of Incorporation of the Corporation only
restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation. The Restated
Certificate of Incorporation of the Corporation is set forth as follows:


                                    ARTICLE I

     The name of the Corporation is Penn Engineering & Manufacturing Corp.

                                   ARTICLE II

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


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                                   ARTICLE III

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

                                   ARTICLE IV

     The total number of shares of stock which the Corporation shall have the
authority to issue is 23,000,000 shares consisting of (i) 20,000,000 shares of
Common Stock (the "Common Stock"), par value $.01 per share, and (ii) 3,000,000
shares of Class A Common Stock (the "Class A Common Stock"), par value $.01 per
share. Upon a Certificate of Amendment of Certificate of Incorporation becoming
effective (the "Effective Time") pursuant to the General Corporation Law of the
State of Delaware (the "DGCL"), and without any further action on part of the
Corporation or its stockholders, each share of the Corporation's Common Stock,
par value $1.00 per share (the "Prior Common Stock"), then issued, including
shares held in the treasury of the Corporation, shall be automatically
reclassified, changed and converted into one fully paid and non-assessable share
of Class A Common Stock, par value $.01 per share. Any stock certificate that,
immediately prior to the Effective Time, represents shares of the Prior Common
Stock will, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent that number of shares
of Class A Common Stock equal to the number of shares of the Prior Common Stock
represented by such certificate prior to the Effective Time. For purposes of
Article IX of this Certificate of Incorporation, the term "Common Stock" as used
in Article IX shall be deemed to refer to the Class A Common Stock.

     The Common Stock and Class A Common Stock are hereinafter collectively
referred to as the "Common Stocks." The designations and powers, preferences and
rights, and the qualifications, limitations on restrictions thereof, of the
above classes of stock shall be as follows:


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          (a) Rights. Except as otherwise required by law or as otherwise
     provided in this Article IV, each share of Common Stock and each share of
     Class A Common Stock shall have identical powers, preferences,
     qualifications, limitations and other rights.

          (b) Dividends. Subject to all of the rights of any class of stock
     authorized after the effective date of this provision of Article IV ranking
     senior to the Common Stocks as to dividends, dividends may be paid upon the
     Common Stock and the Class A Common Stock as and when declared by the Board
     of Directors out of funds and other assets legally available for the
     payment of dividends. If and when dividends on the Common Stock and the
     Class A Common Stock are declared and payable from time to time by the
     Board of Directors whether payable in cash, in property or in shares of
     stock of the Corporation, the holders of the Common Stock and the holders
     of the Class A Common Stock shall be entitled to share equally, on a per
     share basis, in such dividends, except that (1) a dividend or distribution
     in cash or property on a share of Common Stock may be greater than any
     dividend or distribution in cash or property on a share of Class A Common
     Stock, and (2) dividends or other distributions payable on the Common
     Stocks in shares of any authorized class or series of capital stock of the
     Corporation may be made (i) in shares of Common Stock to the holders of
     Common Stock and in shares of Class A Common Stock to the holders of Class
     A Common Stock, (ii) in shares of Common Stock to the holders of Common
     Stock and to the holders of Class A Common Stock, or (iii) in any other
     authorized class or series of capital stock to the holders of both classes
     of the Common Stocks.

          (c) Liquidation. In the event of any liquidation, dissolution or
     winding up of the Corporation, whether voluntary or involuntary, and after
     the holders of any class of stock authorized after the effective date of
     this provision of Article IV ranking senior to the Common Stocks as to
     rights upon liquidation shall have been paid in full the amount to which
     such holders shall be entitled, or an

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     amount sufficient to pay the aggregate amount to which such holders shall
     be entitled shall have been set aside for the benefit of the holders of
     such stock, the remaining net assets of the Corporation shall be
     distributed pro rata to the holders of both classes of the Common Stocks.

          (d) Merger and Consolidation. In the event of a merger or
     consolidation of the Corporation with or into another entity (whether or
     not the Corporation is the surviving entity), the holders of Common Stock
     and of Class A Common Stock shall be entitled to receive the same per share
     consideration as the per share consideration in such merger or
     consolidation.

          (e) Voting.

          (1) Except as otherwise expressly provided with respect to any other
     class of stock and except as otherwise may be required by law or this
     Article IV, the Class A Common Stock shall have the exclusive right to vote
     for the election of directors and for all other purposes and each holder of
     Class A Common Stock shall be entitled to one vote for each share of Class
     A Common Stock held. Except as expressly provided in this Article IV and
     except as otherwise required by law, the Common Stock shall have no voting
     rights. There shall be no cumulative voting rights in the election of
     directors.

          (2) The Common Stock shall be entitled to vote separately as a class
     only with respect to (i) proposals to change the par value of the Common
     Stock, (ii) other amendments to this Article IV that alter or change the
     powers, preferences or special rights of the Common Stock as to affect them
     adversely, and (iii) such other matters as may require class voting under
     the DGCL.

          (3) The number of authorized shares of Common Stock and Class A Common
     Stock may be increased or

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     decreased, but not below the number of shares then outstanding, by the
     affirmative vote of the holders of a majority of the Class A Common Stock.

          (f) Stock Splits. The Corporation may not split, divide or combine the
     shares of either class of the Common Stocks unless, at the same time, the
     Corporation splits, divides or combines, as the case may be, the shares of
     the other class of the Common Stocks in the same proportion and manner.

          (g) No Pre-emptive Rights. No stockholder of this Corporation shall by
     reason of his holding shares of any class have any pre-emptive or
     preferential right to purchase or subscribe to any shares of any class of
     this Corporation, now or hereafter to be authorized, or any notes,
     debentures, bonds, or other securities convertible into or carrying options
     or warrants to purchase shares of any class, now or hereafter to be
     authorized, whether or not the issuance of any such shares, or such notes,
     debentures, bonds, or other securities, would adversely affect the dividend
     or voting rights of such stockholder, other than such rights, if any, as
     the Board of Directors, in its discretion may fix; and the Board of
     Directors may issue shares of any class of this Corporation, or any notes,
     debentures, bonds, or other securities convertible into or carrying options
     or warrants to purchase shares of any class, without offering any such
     shares of any class, either in whole or in part, to the existing
     stockholders of any class.

          (h) Issuances and Repurchases of the Common Stocks.

               (1) The Board of Directors shall have the power to issue and sell
          all or any part of any class of stock herein or hereafter authorized
          to such persons, firms, associations, or corporations, and for such
          consideration as the Board of Directors shall from time to time, in
          its discretion, determine, whether or not greater consideration could
          be received upon the issue

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          or sale of the same number of shares of another class, and as
          otherwise permitted by law.

               (2) The Board of Directors shall have the power to purchase any
          class of stock herein or hereafter authorized from such persons,
          firms, associations, or corporations, and for such consideration as
          the Board of Directors shall from time to time, in its discretion,
          determine, whether or not less consideration could be paid upon the
          purchase of the same number of shares of another class, and as
          otherwise permitted by law.

          (i) Convertibility

               (1) Neither the Common Stock nor the Class A Common Stock will be
          convertible into another class of common stock or any other security
          of the Corporation, except that in the event that a "Change of
          Control" were to occur, (i) all the then issued shares of Common Stock
          will automatically convert into an equal number of shares of Class A
          Common Stock, and (ii) all rights, warrants, or options to purchase
          shares of Common Stock, or other securities convertible into shares of
          Common Stock, will be converted into similar rights, warrants or
          options to purchase, or securities convertible into, an equal number
          of shares of Class A Common Stock.

               (2) A Change in Control shall occur if:

                    (a) Any "person" or "group of persons" as such terms are
               used in Section 13(d) and 14(d) of the Exchange Act, other than
               members of the Swanstrom Family (as defined below), directly or
               indirectly purchases or otherwise becomes the "beneficial owner"
               (as defined in Rule 13d-3 under the Securities Exchange Act of
               1934), or has the right to acquire such beneficial ownership
               (whether or not such right is exercisable

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               immediately, with the passage of time, or subject to any
               condition), of voting securities of the Corporation representing
               more than 50% of the combined voting power of all outstanding
               voting securities of the Corporation; or

                    (b) During any period of two consecutive years, the
               individuals who at the beginning of such period constitute the
               Board of Directors (together with any new director whose
               election, or nomination for election by the Corporation's
               stockholders, was approved by a vote of at least two thirds of
               the directors then still in office who either were directors at
               the beginning of such period or whose election or nomination for
               election was previously so approved) cease for any reason to
               constitute at least a majority of the members of the Board of
               Directors then in office;

               (3) The "Swanstrom Family" shall include Kenneth A. Swanstrom,
          Daryl L. Swanstrom, any spouse or child of either of them, their
          respective descendants, heirs, estates, any trust or estate in which
          any of the foregoing persons has a beneficial interest, and any
          partnership, corporation or other entity in which any of the foregoing
          persons has a controlling interest.

                                    ARTICLE V

     In furtherance and not in limitation of the power conferred upon the Board
of Directors by law, the Board of Directors shall have power to make, adopt,
alter, amend, and repeal from time to time By-Laws of the Corporation, subject
to the right of stockholders entitled to vote with respect thereto to alter and
repeal By-Laws made by the Board of Directors.


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                                   ARTICLE VI

     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 a 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 all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                   ARTICLE VII

     The Corporation shall be deemed, for all purposes, to have reserved the
right 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 hereunder conferred upon stockholders are granted subject
to such reservation.


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                                  ARTICLE VIII

     The Board of Directors may, if it deems advisable, oppose a tender or other
offer for the Company's securities, whether the offer is in cash or in the
securities of a corporation or otherwise. When considering whether to oppose an
offer, the Board of Directors may, but is not legally obligated to, consider any
pertinent issue; by way of illustration, but not of limitation, the Board of
Directors may, but shall not be legally obligated to, consider any or all of the
following:

          (a) whether the offer price is acceptable based on the historical and
     present operating results or financial condition of the Company;

          (b) whether a more favorable price could be obtained for the Company's
     securities in the future;

          (c) the impact which an acquisition of the Company would have on the
     employees and customers of the Company and the communities in which it
     operates;

          (d) the reputation and business practices of the offeror and its
     management and affiliates as they would affect the employees and customers
     of the Company and the future value of the Company's stock;

          (e) the value of the securities, if any, which the offeror is offering
     in exchange for the Company's securities, based on an analysis of the worth
     of the Company, as compared to the corporation or other entity whose
     securities are being offered; and

          (f) any antitrust or other legal and regulatory issues that are raised
     by the offer.

     If the Board of Directors determines that an offer should be rejected, it
may take any lawful action to accomplish that purpose including, but not limited
to, any or all of the following: advising stockholders not to accept the offer;

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litigation against the offeror; filing complaints with governmental and
regulatory authorities; acquiring the Company's securities to the fullest extent
permitted by applicable law; selling or otherwise issuing authorized but
unissued securities or treasury stock or granting options with respect thereto;
acquiring a company to create an antitrust or other regulatory problem for the
offeror; and soliciting a more favorable offer from another individual or
entity.

                                   ARTICLE IX

          (a) Definitions.

          For the purpose of this Article IX, the following definitions shall
     apply:

               (1) Business Combination. A "Business Combination" shall mean:

                    (A) The sale, exchange, lease, transfer or other disposition
               to or with a Related Person or any affiliate of such Related
               Person by the Company, in a single transaction or a series of
               transactions, of all or substantially all of its assets or
               businesses;

                    (B) The purchase, exchange, lease or other acquisition by
               the Company, in a single transaction or a series of transactions,
               of all or substantially all of the assets or business of a
               Related Person or any affiliate of such Related Person;

                    (C) Any merger or consolidation of the Company into or with
               a Related Person or any affiliate of such Related Person,
               irrespective of which Person is the surviving entity in such
               merger or consolidation;


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                    (D) Any reclassification of securities, recapitalization or
               other transaction or series of transactions, other than a
               redemption in accordance with the terms of the security redeemed,
               which has the effect, directly or indirectly, of increasing the
               proportionate amount of the issued and outstanding shares of
               Common Stock of the Company which are beneficially owned by a
               Related Person.

               As used in this definition, a "series of transactions" shall be
          deemed to include not only a series of related transactions with the
          same Related Person but also a series of separate transactions with
          the same Related Person or any affiliate of such Related Person.

               (2) Continuing Director. A "Continuing Director" shall mean:

                    (A) An individual who was a member of the Board of Directors
               of the Company first elected by the stockholders or by the Board
               of Directors prior to the date on which this Article was adopted;

                    (B) An individual who was a member of the Board of Directors
               of the Company first elected by the stockholders or by the Board
               of Directors prior to the time that any Related Person (other
               than any person who was already a Related Person at the time this
               Article was adopted) became the beneficial owner of in excess of
               10% of the Common Stock of the Company; or

                    (C) An individual designated, before such individual's
               initial election as a director, as a Continuing Director by a
               majority of the then Continuing Directors.

               (3) Related Person. A "Related Person" shall mean:

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                    (A) Any person or entity who or which is the beneficial
               owner immediately prior to the consummation of a Business
               Combination of 10% or more of the Common Stock of the Company; or

                    (B) Any person or entity who or which is an affiliate of the
               Company and at any time within five years preceding the Business
               Combination was the beneficial owner of 10% or more of the then
               outstanding Common Stock of the Company.

          (b) Approval of Certain Business Combinations.

               Whether or not a vote of the stockholders is otherwise required
          in connection with the transaction, the Company shall not become a
          party to any Business Combination without prior compliance with the
          provisions of one of subsections (1) or (2) or (3) hereinbelow.

                    (1) Prior Approval by the Board of Directors. Such Business
               Combination shall have been approved by a majority vote of the
               Board of Directors of the Company either (i) at a time prior to
               the time the Related Person involved in the proposed Business
               Combination became a Related Person, or (ii) after the time the
               Related Person involved in the proposed Business Combination
               became a Related Person, but only so long as such Related Person
               sought and obtained the approval, by the affirmative vote of at
               least 80% of the Board of Directors of the Company, of the
               acquisition of the outstanding Common Stock of the Company which
               caused it to become a Related Person prior to acquiring such
               Common Stock.

                    (2) Approval by Continuing Directors and Additional
               Requirements. Such Business Combination (i) shall have been
               approved at a meeting of the Board of Directors by the
               affirmative vote of 80% of the Continuing Directors, and (ii) all
               of the conditions

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               hereinafter set forth in subsections (A) through (C) shall be
               satisfied.

                         (A) The ratio of (i) the aggregate amount of the cash
                    and the fair market value of other consideration to be
                    received per share of Common Stock in such Business
                    Combination by holders of Common Stock other than the
                    Related Person involved in such Business Combination, to
                    (ii) the market price per share of the Common Stock
                    immediately prior to the announcement of the proposed
                    Business Combination is at least as great as the ratio of
                    (x) the highest per share price (including brokerage
                    commissions, transfer taxes and soliciting dealers' fees)
                    which such Related Person has theretofore paid in acquiring
                    any Common Stock prior to such Business Combination to (y)
                    the market price per share of Common Stock immediately prior
                    to the initial acquisition by such Related Person of any
                    shares of Common Stock;

                         (B) The aggregate amount of the cash and the fair
                    market value of other consideration to be received per share
                    of Common Stock in such Business Combination by holders of
                    Common Stock other than the Related Person involved in such
                    Business Combination, (i) is not less than the highest per
                    share price paid by such Related Person in acquiring any of
                    its holdings of Common Stock, and (ii) is not less than the
                    book value of a share of the Common Stock, as reflected in
                    the balance sheet of the Company as of the last day of the
                    last fiscal quarter of the Company preceding the Business
                    Combination; and

                         (C) The consideration, if any, to be received in such
                    Business Combination by holders of Common Stock other than
                    the Related Person involved in such Business Combination
                    shall, except to the extent that a stockholder agrees

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                    otherwise as to all or part of the shares which he or she
                    owns, be in the same form and of the same kind as the
                    consideration paid by the Related Person in acquiring Common
                    Stock already owned by it.

                         (3) Approval by Stockholders. If there is not full
                    compliance with the provisions of subsections (1) or (2) of
                    paragraph (b) of this Article, such Business Combination
                    shall be approved by the affirmative vote of the holders of
                    80% of the issued and outstanding Common Stock of the
                    Company.

                    (c) Amendments to this Article IX.

                    Notwithstanding any other provisions of the Certificate of
               Incorporation or the By-laws of the Company, and notwithstanding
               the fact that some lesser percentage may be specified by law, the
               Certificate of Incorporation or the By-laws of the Company,
               except as expressly provided in paragraph (d) below, this Article
               IX shall not be amended, altered, changed or repealed without:

                         (1) The affirmative vote of a majority of the Board of
                    Directors and 80% of the Continuing Directors; and

                         (2) The affirmative vote of the holders of 80% of the
                    Common Stock of the Company.

                    (d) Amendments Recommended by Directors.

                    The provisions of paragraph (c) of this Article IX shall not
               apply to, and the vote referred to therein shall not be required
               for, any amendment, addition, alteration or repeal of any
               provision of this Article IX that is recommended to the
               stockholders by the favorable vote of (1) a majority of the Board
               of Directors, and (2) not less than 80% of the Continuing
               Directors, and any such amendment, addition, alteration or repeal
               so recommended

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               shall require only the vote, if any, required under the
               applicable provisions of the General Corporation Law of the State
               of Delaware.

                                    ARTICLE X

     A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, this Article shall not eliminate or limit
the liability of a director (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 a law;
(iii) for the unlawful payment of dividends or unlawful stock repurchases under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
This Article shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of this Article.


     IN WITNESS WHEREOF, Penn Engineering & Manufacturing Corp. has caused this
Restated Certificate of Incorporation to be signed and attested by its duly
authorized officers this 9th day of August, 1996.


                                                 PENN ENGINEERING &
                                                 MANUFACTURING CORP.
ATTEST:


/s/ MARK W. SIMON                             By: /s/ KENNETH A. SWANSTROM
- -------------------------------               --------------------------------
Mark W. Simon, Secretary                              Kenneth A. Swanstrom,
                                                      Chairman of the Board,
                                                      President and Chief
                                                      Executive Officer


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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     PENN ENGINEERING & MANUFACTURING CORP.



                  UNDER SECTION 242 OF THE GENERAL CORPORATION
                          LAW OF THE STATE OF DELAWARE


     Penn Engineering & Manufacturing Corp., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY THAT:

     FIRST: The Board of Directors of Penn Engineering & Manufacturing Corp.
(the "Corporation"), at a meeting of the Board of Directors held on January 31,
2001 pursuant to notice duly given, duly adopted the following resolutions
setting forth a proposed amendment of the Certificate of Incorporation of the
Corporation, declaring such amendment to be advisable and calling for a meeting
of the stockholders of said Corporation for consideration thereof. The
resolutions setting forth the proposed amendment are as follows:

          RESOLVED, that the Board of Directors hereby approves an amendment
     (the "Amendment") to the first paragraph of Article IV of the Certificate
     of Incorporation of Penn Engineering & Manufacturing Corp. (the
     "Corporation"), relating to the increase in the number of authorized shares
     of non-voting Common Stock from 20,000,000 shares to 50,000,000 shares and
     the increase in the number of authorized shares of voting Class A Common
     Stock from 3,000,000 shares to 10,000,000 shares, which paragraph is
     amended and restated in its entirety to read as follows:

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          "The total number of shares of stock which the Corporation shall have
     the authority to issue is 60,000,000 shares consisting of (i) 50,000,000
     shares of Common Stock, (the "Common Stock"), par value $.01 per share, and
     (ii) 10,000,000 shares of Class A Common Stock (the "Class A Common
     Stock"), par value $.01 per share. For purposes of Article IX of this
     Certificate of Incorporation, the term "Common Stock" as used in Article IX
     shall be deemed to refer to the Class A Common Stock;" and

          FURTHER RESOLVED, that, in accordance with paragraph (e)(3) of Article
     IV, the Amendment shall be submitted to the holders of the Class A Common
     Stock for a vote at the next annual meeting of stockholders.

     SECOND: Thereafter, pursuant to a resolution of the Board of Directors, at
the annual meeting of the stockholders of the Corporation held on April 26,
2001, the holders of a majority of the outstanding shares of Class A Common
Stock entitled to vote thereon voted in favor of the approval and adoption of
the amendment.

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

     FOURTH: The amendment shall be effective at 5:00 p.m. on April 26, 2001.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Kenneth A. Swanstrom, its Chairman of the Board and
Chief Executive Officer, and Mark W. Simon, its Senior Vice President, Chief
Financial Officer and Secretary, this 26th day of April, 2001.

(SEAL)                                       PENN ENGINEERING &
ATTEST:                                      MANUFACTURING CORP.



By: /s/ MARK W. SIMON                        By: /s/ KENNETH A. SWANSTROM
   -----------------------------------          -------------------------------
     Mark W. Simon                              Kenneth A. Swanstrom,
     Senior Vice President,                     Chairman of the Board
     Chief Financial Officer, and               and Chief Executive Officer
     Secretary

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