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                                                                     Exhibit 2.1
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                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                        DELCO REMY INTERNATIONAL, INC.

     1.  Name.  The name of the Corporation is Delco Remy International, Inc.
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     2.  Registered Office and Agent. The address of the Corporation's
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registered office in the State of Delaware is 1013 Centre Road in the City of
Wilmington, County of New Castle. The name of the Company's registered agent at
such address is Corporation Service Company.

     3.  Purpose. The purposes for which the Corporation is formed are to engage
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in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware and to possess and exercise all of the
powers and privileges granted by such law and any other law of Delaware.

     4.  Authorized Capital.  The aggregate number of shares of stock which the
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Corporation shall have authority to issue is 67,000,000 shares, divided into two
(2) classes consisting of 49,400,000 shares of Class A Common Stock, par value
$.01 per share ("Class A Common Stock"), and 17,600,000 shares of Class B Common
Stock, par value $.01 per share ("Class B Common Stock") (Class A Common Stock
and Class B Common Stock together, "Common Stock").

         The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

                         Except as otherwise provided herein, all shares of
                    Class A Common Stock and Class B Common Stock will be
                    identical and will entitle the holders thereof to the same
                    rights and privileges.

                         a.  Dividends. Holders of Common Stock will be entitled
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                    to receive such dividends as may be declared by the Board of
                    Directors, provided that if dividends are declared that are
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                    payable in shares of Class A Common Stock or Class B Common
                    Stock, dividends will be declared that are payable at the
                    same rate on each class of Common Stock and the dividends
                    payable in shares of Class A Common Stock will be payable to
                    holders of Class A Common Stock and the dividends payable in
                    shares of Class B Common Stock will be payable to holders of
                    Class B Common Stock.

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                         b.  Distribution of Assets. In the event of the
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                    voluntary or involuntary liquidation, dissolution or winding
                    up of the Corporation, holders of Common Stock will be
                    entitled to receive all of the assets of the Corporation
                    available for distribution to its stockholders.

                         c.  Voting Rights. Except as otherwise required by law,
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                    the holders of Class A Common Stock shall have the general
                    right to vote for all purposes, including the election of
                    directors, and shall be entitled to one vote for each share
                    thereof held. Except as otherwise required by law, the
                    holders of Class B Common Stock shall have no voting rights.

                         d.  Merger, etc. In connection with any merger,
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                    consolidation, or recapitalization in which holders of Class
                    A Common Stock generally receive, or are given the
                    opportunity to receive, consideration for their shares (a)
                    all holders of Class B Common Stock shall be given the
                    opportunity to receive the same form of consideration for
                    their shares as is received by holders of Class A Common
                    Stock and (ii) holders of Class B Common Stock shall be
                    entitled to receive the same amount of consideration per
                    share as received by holders of Class A Common Stock.

                         e.  Conversion. Each record holder of Class A Common
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                    Stock will be entitled to convert any or all of such
                    holder's Class A Common Stock into the same number of shares
                    of Class B Common Stock (but only to the extent that such
                    record holder of Class A Common Stock shall be deemed to be
                    required to convert such Class A Common Stock into Class B
                    Common Stock pursuant to applicable law), and each record
                    holder of Class B Common Stock will be entitled to convert
                    any or all of the shares of such holder's Class B Common
                    Stock into the same number of shares of Class A Common
                    Stock; provided, however, that at the time of conversion of
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                    shares of Class B Common Stock into shares of Class A Common
                    Stock such holder would be permitted, pursuant to applicable
                    law, to hold the total number of shares of Class A Common
                    Stock that such holder would hold after giving effect to
                    such conversion.

                         Each conversion of shares of one class of Common Stock
                    into shares of another class of Common Stock will be
                    effected by the surrender of the certificate or certificates
                    representing the shares to be converted at the principal
                    office of the Corporation at any time during normal business
                    hours, together with a written notice by the holder of such
                    shares stating the number of shares that any such holder
                    desires to convert into the other class of Common Stock.
                    Such conversion will be deemed to have been effected as of

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                    the close of business on the date on which such certificate
                    or certificates have been surrendered and such notice has
                    been received by the Corporation, and at such time the
                    rights of any such holder with respect to the converted
                    class of Common Stock will cease and the person or persons
                    in whose name or names the certificate or certificates for
                    shares of the other class of Common Stock are to be issued
                    upon such conversion will be deemed to have become the
                    holder or holders of record of the shares of such other
                    class of Common Stock represented thereby.

                         Promptly after such surrender and the receipt by the
                    Corporation of the written notice from the holder
                    hereinbefore referred to, the Corporation will issue and
                    deliver in accordance with the surrendering holder's
                    instructions the certificate or certificates for the other
                    class of Common Stock issuable upon such conversion and a
                    certificate representing any shares of Common Stock that
                    were represented by the certificate or certificates
                    delivered to the Corporation in connection with such
                    conversion but which were not converted.  The issuance of
                    certificates for the other class of Common Stock upon
                    conversion will be made without charge to the holder or
                    holders of such shares for any issuance tax (except stock
                    transfer taxes) in respect thereof or other cost incurred by
                    the Corporation in connection with such conversion.

                         f.  Transfers. The Corporation will not close its books
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                    against the transfer of any share of Common Stock, or of any
                    share of Common Stock issued or issuable upon conversion of
                    shares of the other class of Common Stock, in any manner
                    that would interfere with the timely conversion of such
                    shares of Common Stock.

                         g.  Subdivision and Combinations of Shares. If the
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                    Corporation in any manner subdivides or combines the
                    outstanding shares of any class of Common Stock, the
                    outstanding shares of the other class of Common Stock will
                    be proportionately subdivided or combined.

     5.  Written Consent. Any action permitted to be taken at an annual or
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special meeting of stockholders may be taken by written consent in lieu of a
meeting if and only if every stockholder entitled to vote on such matter
consents in writing to the taking of such action.

     6.  Bylaws. The board of directors of the Corporation is authorized to
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adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.

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     7.   Elections of Directors.  Elections of directors need not be by written
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ballot unless the bylaws of the Corporation shall so provide.

     8.   Business Combinations with Interested Stockholders. The Corporation
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elects not to be governed by section 203 of the Delaware General Corporation Law
("DGCL") immediately upon filing of this certificate pursuant to DGCL section
203(b)(3).

     9.   Right to Amend. The Corporation reserves the right to amend any
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provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.

     10.  Limitation on Liability.  The directors of the Corporation shall be
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entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware.  Without limiting the generality of the foregoing,
no director of the Corporation shall be 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.  Any repeal or
modification of this Section 9 shall be prospective only, and shall not affect,
to the detriment of any director, any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

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