EXHIBIT 3.27

                          CERTIFICATE OF INCORPORATION
                                       OF
                           TB WOOD'S ENTERPRISES, INC.

          FIRST: The name of the corporation is TB Wood's Enterprises, Inc. (the
"Corporation").

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

          THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, provided that the Corporation's
activities shall be confined to the maintenance and management of its intangible
investments and the collection and distribution of the income from such
investments or from tangible property physically located outside Delaware, all
as defined in, and in such manner to qualify for exemption from income taxation
under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the
corresponding provision of any subsequent law.

          FOURTH: The Corporation shall have authority to issue Three Thousand
(3,000) shares of common stock, having a par value of One Cent ($.01) per share.

          FIFTH: The Corporation shall indemnify directors and officers of the
Corporation to the fullest extent permitted by law.

          SIXTH: The directors of the Corporation shall locate no personal
liability to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director; provided, however, that the directors of
the Corporation shall continue to be subject to liability (i) for any breach of
their 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the directors derived
an improper personal benefit. In discharging the duties of their respective
positions, the board of directors, committees of the board, individual officers
may, in considering the best interest of the Corporation, consider the effect of
any action upon employees, supplies and customers of the corporation,
communities in which offices or other establishments of the Corporation are
located, and all other pertinent factors. In addition, the personal liability of
directors shall further be limited or eliminated to the fullest extent permitted
by any future amendments of Delaware law.

          SEVENTH: The business and affairs of the Corporation shall be managed
by or under the direction of the board of directors, the number of members of
which shall be set forth in the bylaws of the Corporation. The directors need
not be elected by ballot unless required by the bylaws of the Corporation.



          EIGHTH: The directors of the Corporation shall have the power to make,
alter or amend the bylaws.

          NINTH: Meetings of the stockholders shall be held within the State of
Delaware. The books of the Corporation shall be kept in the State of Delaware at
such place or places as may be designated from time to time by the board of
directors in the bylaws of the Corporation.

          TENTH: The Corporation shall have no power and may not be authorized
by its stockholders or directors (i) to perform or omit to do any act that would
prevent the Corporation from qualifying as, inhibit the Corporation from
conducting business as, or cause the Corporation to lose its status as a
corporation exempt from the Delaware Corporation Income Tax under Section
1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding
provision of any subsequent law, or (ii) to conduct any physical activities
outside of Delaware which could result in the Corporation being subject to tax
outside of Delaware.

          ELEVENTH: The name and mailing address of the incorporator is:

               A. David Vande Poele
               222 Delaware Avenue, 17th Floor
               Wilmington, DE 19801

          TWELFTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereinafter prescribed by the laws of the State of Delaware. All rights
conferred are granted subject to this reservation.

          THIRTEENTH: The powers of the incorporator shall terminate upon
election of directors.

          I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware do make, file and record
this Certificate of Incorporation, and, accordingly, have hereunto set my hand
this 27th day of September 1999.


                                        By: /s/ A. David Vande Poele
                                            ------------------------------------
                                            A. David Vande Poele


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