RESTATED ARTICLES OF INCORPORATION

     (Incorporating  Amendments  filed  with  the  Secretary  of  State  of  the
Commonwealth of Pennsylvania on February 27, 1992 and June 23, 1995.)

     1st. The name of the corporation is Mestek, Inc. (the "Corporation").

     2nd.  The  purpose  for which the  Corporation  is  incorporated  under the
Business Corporation Law of the Commonwealth of Pennsylvania, Act of May 5, 1933
(P.L.  364,  No.  106),  as amended,  is to engage in, and to do, any lawful act
concerning  any  and  all  lawful  business  for  which   corporations   may  be
incorporated under said Business Corporation Law.

     3rd. The location and post office address of the  registered  office of the
Corporation  in  the  Commonwealth  of  Pennsylvania  is c/o  The  Prentice-Hall
Corporation System, Inc., 319 Market Street, Harrisburg, Pennsylvania, 17101.

     4th. The term for which the Corporation is to exist is perpetual.

     5th. The authorized  Capital Stock of the Corporation is 20,000,000  shares
of common stock without par value (the "Common Stock") and 10,000,000  shares of
preferred stock without par value (the "Preferred Stock").

     A description  of each class of Capital Stock which the  Corporation  shall
have the  authority  to  issue  and a  statement  of the  designations,  powers,
preferences,  qualifications,  limitations, restrictions and special or relative
rights in respect of each class or series of any class are as follows:

     I.   THE PREFERRED STOCK

     The  shares of  Preferred  Stock may be issued  from time to time in one or
     more series or classes. The Board of Directors of the Corporation is hereby
     authorized to fix the  designations  and powers,  preferences and relative,
     participating,   optional,   special   or  other   rights,   if  any,   and
     qualifications,  limitations  or  other  restrictions  thereof,  including,
     without  limitation,  dividend  rights and  preferences  over  dividends on
     Common Stock or any series or classes of Preferred Stock, the dividend rate
     (and whether dividends are cumulative),  conversion  rights, if any, voting
     rights,  rights and terms of redemption,  if any,  (including  sinking fund
     provisions,  if any) redemption  price and  liquidation  preferences of any
     wholly unissued series or class of Preferred Stock and the number of shares
     constituting any such series or class and the designation  thereof,  or any
     of them;  and to increase or decrease the number of shares of any series or
     class  subsequent  to the issue of shares of that series or class,  but not
     below the number of shares of such series or class then outstanding.

     II.  THE COMMON STOCK

     Except for and subject to those rights expressly  granted to the holders of
     any series or class of the  Preferred  Stock  pursuant to Section I of this
     Article 5th and except as may be provided by applicable law, the holders of
     Common Stock shall have exclusively all other rights of shareholders.

     6th. Section 910 of the Business Corporation Law of the Commonwealth of
Pennsylvania, Act of May 5, 1933 (P.L. 364, No. 106), shall not be applicable to
the Corporation.

     7th. The number of directors of the Corporation  shall be such number,  not
less than three or more than  fourteen as shall be provided from time to time in
the by-laws,  provided that no amendment to the by-laws decreasing the number of
directors  shall  have  the  effect  of  shortening  the  term of any  incumbent
director.