**Exhibit 3.1.1**

 

 

CERTIFICATE OFFORMATION

OF

MUELLER WATERPRODUCTS, LLC

 

October 3,2005

 

The undersigned isexecuting this Certificate of Formation to form a limited liability companypursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101etseq.

 

1.                                       Thename of the limited liability company is Mueller Water Products, LLC.

 

2.                                       Theregistered office of the Company shall be located at c/o Corporation ServiceCompany, 2711 Centerville Road, Suite 400, City of Wilmington, County ofNew Castle, Delaware 19808.

 

3.                                       Thename and address of the registered agent of the Company for service of processin the State of Delaware shall be Corporation Service Company, 2711 CentervilleRoad, Suite 400, City of Wilmington, County of New Castle, Delaware 19808.

 

[Rest of page intentionallyleft blank]

 

 
|   | *State  of Delaware*             |
|--------|----------------------------------|
|   | *Secretary  of State*            |
|   | *Division  of Corporations*      |
|   | *Delivered  11:42 AM 10/03/2005* |
|   | *FILED  11:36 AM 10/03/2005*     |
|   | *SRV  050806721 - 3054788 FILE*  |

 

----

 

IN WITNESS WHEREOF, this Certificate of Formation has been executed asof the**date first set forthabove.

 

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

 

[MWP Certificateof Formation]

 

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CERTIFICATE OFCONVERSION TO LIMITED LIABILITY COMPANY

OF

MUELLER WATERPRODUCTS, INC.

 

October 3,2005

 

This Certificateof Conversion to Limited Liability Company (the “Certificate of Conversion”) isduly executed and filed by Mueller Water Products, Inc., a Delawarecorporation (the “Corporation”), to convert the Corporation to the LLC, underthe Delaware Limited Liability Company Act (6 Del. C. § 18-101, etseq.) and the Delaware General Corporation Law (8 Del. C. § 101,et seq.) (the “DGCL”).

 

1.                                       TheCorporation was originally incorporated with the name Hydrant Acquisition Corp.and, immediately prior to the filing of this Certificate of Conversion, the Corporation’sname was Mueller Water Products, Inc.

 

2.                                       TheCorporation filed its original certificate of incorporation with the Secretaryof State of the State of Delaware and was incorporated on June 10, 1999,and was a corporation incorporated in the State of Delaware immediately priorto the filing of this Certificate of Conversion.

 

3.                                       Thename of the LLC into which the Corporation is to be converted as set forth inits Certificate of Formation is Mueller Water Products, LLC.

 

4.                                       Theconversion of the Corporation to the LLC has been approved in accordance withthe provisions of Section 266 of the DGCL.

 

[Rest of page intentionallyleft blank]

 

 
|   | *State  of Delaware*         |
|--------|-----------------------------------|
|   | *Secretary of State*              |
|   | *Division of Corporations*        |
|   | *Delivered**11:42  AM 10/03/2005* |
|   | *FILED 11:36 AM 10/03/2005*       |
|   | *SRV 050806721 - 3054788 FILE*    |

 

----

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate ofConversion as of the date first written above.

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

 

[MWP Certificateof Conversion]

 

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