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Exhibit 3.35

CERTIFICATE OF INCORPORATION

OF

THERMAT ACQUISITION CORP.

        The undersigned, a natural person, for the purposes of organizing a corporation under the provisions of the General Corporation Law of the state of Delaware, hereby certifies that:

ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is Thermat Acquisition Corp.

ARTICLE II.

        1.     The address, including street, number, city, and county, of the registered office the Corporation in the state of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805; and the name of the registered agent of the Corporation in the state of Delaware at such address is Corporation Service Company.

        2.     The name and mailing address of the Incorporator are:

Edward M. Slezak
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174

ARTICLE III.

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of Delaware.

ARTICLE IV.

        The aggregate number of shares which the Corporation shall have the authority to issue is 200 shares, designated as common stock, the par value of each of which shall be $.01.

ARTICLE V.

        The Corporation shall have perpetual existence.

ARTICLE VI.

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be Director, officer,

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employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article VII.

Dated: April 28, 2000
	/s/  EDWARD M. SLEZAK Edward M. Slezak Sole Incorporator

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CERTIFICATE OF INCORPORATION OF THERMAT ACQUISITION CORP.