EXHIBIT 3.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                            MERCER FORGE CORPORATION

      1. The name of the corporation is MERCER FORGE CORPORATION.

      2. The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

      3. The purposes of the corporation are to engage in any lawful act or
activities for which corporations may be organized under the General Corporation
Law of Delaware.

      4. The total number of shares of all classes of stock which the
corporation shall have authority to issue is One Thousand (1,000) shares of the
par value of One Dollar ($1.00) each, all of which shall be Common stock.

      5. The name and mailing address of the sole incorporator is Michael A. O.
deFreitas, c/o Hodgson, Russ, Andrews, Woods & Goodyear, 1800 One M & T Plaza,
Buffalo, New York 14203.

      6. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to adopt, amend or
repeal the by-laws of the corporation.

      7. Election of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.




      8. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

      THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true, and
accordingly has hereunto set his hand this [ILLEGIBLE] day of October, 1985.

                                         /s/ Michael A. O. deFreitas
                                         -------------------------------
                                         Michael A. O. deFreitas