**Exhibit 3.1.1**

 

CERTIFICATE OF FORMATION

OF

MUELLER GROUP, LLC

 

October 3, 2005

 

The undersigned is executing this Certificate ofFormation to form a limited liability company pursuant to the Delaware LimitedLiability Company Act, 6 Del. C. §§ 18-101 etseq.

 

1.                                    The name of thelimited liability company is Mueller Group, LLC.

 

2.                                    The registered officeof the Company shall be located at c/o Corporation Service Company, 2711Centerville Road, Suite 400, City of Wilmington, Countyof New Castle, Delaware 19808.

 

3.*                                   *The name and addressof the registered agent of the Company for service of process in the State ofDelaware shall be Corporation Service Company, 2711 Centerville Road, Suite400, City of Wilmington, County of New Castle,Delaware 19808.

 

[Rest of page intentionally left blank]

 

 
| * * | *State* *of Delaware*        |
|----------|-----------------------------------|
| * * | *Secretary* *of State*       |
|     | *Division of Corporations*        |
| * * | *Delivered**11:42  AM 10/03/2005* |
| * * | *FILED**11:37  AM 10/03/2005*     |
|     | *SRV 050806732 - 3067786**FILE*   |

 

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IN WITNESS WHEREOF, this Certificate of Formation hasbeen executed as of the date first set forth above.

 

 
|   | /s/ Joseph  J. Troy |                  |
|--------|--------------------------|-----------------------|
|   | Name:                    | Joseph  J. Troy       |
|   | Title:                   | An  Authorized Person |
|        |                          |                       |  |

 

 

[MO Certificate of Formation]

 

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CERTIFICATE OF CONVERSION TOLIMITED LIABILITY COMPANY

OF

MUELLER GROUP, INC.

 

October 3, 2005

 

This Certificate of Conversion to LimitedLiability Company (the “Certificate of Conversion”) is duly executed and filedby Mueller Group, Inc., a Delaware corporation (the “Corporation”), to convertthe Corporation to the LLC, under the Delaware Limited Liability Company Act (6Del. C. § 18-101, etseq.) and the Delaware GeneralCorporation Law (8 Del. C. § 101, etseq.) (the “DGCL”).

 

1.                                    The name of the Corporation immediately priorto the filing of this Certificate of Conversion was Mueller Group, Inc.

 

2.*                                   *The Corporation filed its original certificateof incorporation with the Secretary of State of the State of Delaware and wasincorporated on July 15, 1999, and was a corporation incorporated in the Stateof Delaware immediately prior to the filing of this Certificate of Conversion.

* *

3.                                    The name of the LLC into which the Corporationis to be converted as set forth in its Certificate of Formation is MuellerGroup, LLC.

 

4.                                    The conversion of the Corporation to the LLChas been approved in accordance with the provisions of Section 266 of the DGCL.

 

[Rest of page intentionally left blank]

 

 
| * * | *State of Delaware*                     |
|----------|-----------------------------------------|
| * * | *Secretary of State*                    |
|     | *Division of* *Corporations*       |
|     | *Delivered* *11:42 AM  10/03/2005* |
| * * | *FILED 11:37 AM  10/03/2005*            |
|     | *SRV* *050806732  - 3067786 FILE*  |

 

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IN WITNESS WHEREOF, the undersigned has executed thisCertificate of Conversion as**ofthe date first written above.

 
|   | MUELLER  GROUP, INC. |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  | /s/ Miles  C. Dearden III |   |
|   |                 | Name: | Miles  C. Dearden, III |
|   |                 | Title: | Vice  President |
|        |                      |  |  |  |

 

 

[MO Certificate of Conversion]

 

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