EXHIBIT 3.31

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            T.B. WOOD'S SONS COMPANY

          1. Name. The name of the Corporation is T.B. WOOD'S SONS COMPANY.

          2. Location. The location and post office address of the registered
office of the Corporation in this Commonwealth is 440 North Fifty Avenue,
Chambersburg, Pennsylvania 17201.

          3. Purpose. The Corporation is incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania and shall have unlimited
power to engage in and to do any lawful act concerning any or all lawful
business for which corporations may be incorporated under such Business
Corporation Law, including but not limited to manufacturing, processing and
research and development.

          4. Terms of Existence. The term for which the Corporation is to exist
is perpetual.

          5. Capital Stock. The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is 2,500,000 shares of
Common Stock, par value $.10 per share.




               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

                              DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1815 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1. The name of the corporation is: T. B. Wood's Sons Company

2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registrar's office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to connect to the records of the Department:

(a) 440 North Fifth Avenue, Chambersburg, PA 17201 Franklin (County)

(b) c/o: _______________________________________________________________________

For corporation represented by a commercial registered office provide, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3. The statute by or under which it was incorporated is: Pennsylvania Business
Corporation Law

4. The date of its incorporation is: January 4, 1906

5. (Check, and if appropriate complete, one of the following):

[X]  The amendment shall be effective upon filing these Articles of Amendment in
     the Department of State.

[ ]  The amendment shall be effective on _______ at ____

6. (Check one of the following):

[ ]  The amendment was adopted by the shareholders (or members) pursuant to 15
     Pa.C.S Section 1914(a) and (b).

[X]  The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.
     Section 1914(c).

7. (Check, and if appropriate complete, one of the following):


                                        2




[X]  The amendment adopted by the corporation, set forth in full, is a follows:
     The corporation's name shall be changed from T. B. Wood's Sons Company to
     TB Wood's Incorporated.

[ ]  The amendment adopted by the corporation is set forth in full in Exhibit
     A attached hereto and made a part hereto.

8. (Check if amendment restated the Articles):

[ ]  The restated Articles of Incorporation supersede the original Articles
     and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 12 day of June
1995.

                                        T. B. Wood's Sons Company

                                        ----------------------------------------
                                        (Name of Corporation)


                                        By: /s/ Jenny Hitarba
                                            ------------------------------------
                                            (Signature)

                                        TITLE: V.P. Finance
                                               ---------------------------------


                                        3